IVS Group 1 49
152
Annual Report 2012
Transcript of IVS Group 1 49
AnnualReport
2012
www.ivsgroup.it
Annu
al R
epor
t 201
2
+17ACQUISITIONS
VENDS (million)
638.2 634.5
2011 2012
SALES / BUSINESS DAY (€ ‘000’ s)
2011 2012
1,11
6.8
1,15
5.8
AVERAGE PRICE (€ cents)
2011 2012
41.5
43.3
59BRANCHESItaly / France / Spain
2,038EMPLOYEES
COST OF SALES (€ cents)
2011 2012
11.0
11.3
GROSS PROFIT / UNIT SOLD (€ cents)
2011 2012
30.5
32.0
70%Automatic
Vending
Machines
30%
VENDING MACHINES
Highlights
Offi ce Coff ee
System
~144K
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Our Mission
Service. Quality. Choice.
Renewing the pleasure
of your daily-break
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Chairman’s letterDear shareholders,
The latest fi nancial year was a very intense period of signifi cant change for the IVS Group.
From a medium-sized company based in Lombardy, thanks to everyone’s continuous and constant
commitment IVS has gradually achieved recognition, fi rst on the Italian market and subsequently at
international level.
So its admission for trading on the stock market in May 2012 was “just” a natural and inevitable advance in
the growth of the Group and its parent company.
I take great pride in noting that all this was achieved in what, euphemistically speaking, was not a particularly
fortunate year for the economy, during which only a few other national “champions” took a similar step.
The business combination completed on 16 May 2012 with Italy1 Investment SA (the fi rst Special Purpose
Acquisition Company, or SPAC, to be listed in Italy), was not only the fi rst of its kind in Italy, it also enabled
our company’s admission to Borsa Italiana’s electronic market for investment vehicles (MIV), thereby sharply
reducing the time normally required for a stock listing.
With the merger of the IVS Group holding into the SPAC, we have opened up our capital to the public and
institutional investors who were already shareholders of Italy1 Investment S.A. and enlarged the Board
of Directors, and can now proudly state that the future development of the company and the Group will
be supported by the important and essential knowledge and experience of men and professionals of the
stature of Vito Gamberale and Carlo Mammola, together with other distinguished members of the Italian and
international business community like Gros-Pietro, De Puppi and Frey.
This was not the only step taken to strengthen the Group’s capital structure in 2012:
after the merger with the SPAC, the shareholders of the IVS Group Holding – currently
shareholders of IVS Partecipazioni – converted their bonds into shares.
Through these transactions we completed a net capital increase for approximately
238 million euro, including 114 million euro of fresh funding; this fi nancial injection
enabled the company to make the following acquisitions, in order of importance:
- 70% of the share capital of Fast Service Italia, a company with profi table long-
term contracts with Ferrovie dello Stato and the leader in the outdoor segment;
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- Selecta Italia, the Italian arm of the European market leader;
- Mr. Vending, the company responsible for managing the vending machines operating in the Milan
underground;
- as well as a series of business divisions of competitor companies.
Clearly, the ultimate goal of these acquisitions, in addition to the growth of the company, is to build IVS’
positioning as the leading player on the European vending market, which, for more than ten years, despite
the severe eff ects of the economic-fi nancial crisis (or, more precisely, fi nancial/economic), has been
experiencing an intense and natural shake-out.
After 25 years of uninterrupted organic growth, since 2009, for the fi rst time in its history, the vending market
has suff ered a downturn in sales volumes.
The slowdown has aff ected the corporate market segment, which, a posteriori, was to be expected.
The IVS Group responded fi rst by re-organising its network of vending machines and subsequently by
gradually strengthening its already solid position in the outdoor segment (travel and public).
This strategy has proved particularly successful in the last two years as IVS has consolidated its leadership on
the Italian market, reporting growth in both revenues and earnings.
Before extraordinary charges purely of an accounting nature relating to the merger with the SPAC, we closed
2012 with an impressive consolidated net profi t of approximately 11.5 million euro, a substantial increase
with respect to the 2.5 million euro reported in 2011. So in 2012, despite the negative general economic
situation, IVS continued to react promptly and create value for its shareholders.
Yet growth was not achieved solely through external events, or purely fi nancial instruments. We also expanded
through the usual organic channels: one very important result was the acquisition of the national contract with
Poste Italiane S.p.A., with IVS awarded two of the three lots into which Italy’s post offi ces have been subdivided.
The development in partnership with MEI of an innovative hardware device that accepts all the main credit
and debit cards means vending can at last be opened up to electronic money, and will be able to handle
transactions via NFC-enabled cellphones, which will become increasingly common.
This is why the main strategic guideline of our new 2013-2015 Business Plan is to confi rm IVS as a
technologically innovative aggregative platform targeting further growth on the outdoor market, while fl anking
the current business lines, which have also been expanded, with the new projects currently under development.
It is only thanks to the contribution of everyone who works in the company on a daily basis – to whom
I express my sincere thanks – that IVS has proved capable of taking the best advantage of trends on the
market and in the business in which it has been a successful player for many years.
This is why today it continues to be the benchmark for vending companies across Italy and Europe.
This is why, in the years to come, we shall resolutely continue the development of a business model based on
competition, ethics and sustainability, constantly creating value for all our stakeholders.
Chairman
Mr. Cesare Cerea
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International Focus
IVS Group operations
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Wide geographical footprint with signifi cant opportunities to enhance local density
IVS is the only Italian player
with nationwide operations
in the domestic market
A signifi cant presence in
foreign European markets
Profi table operations in
each market
Serving 14m fi nal end-
users through 60 branches,
7 warehouses and ~144k
vending machines
Each of the 60 branches in
the network is profi table
The Group’s strategy will be
focused on strengthening
local density in a number of
regional markets, enabling
IVS to better leverage its
fi xed cost base by building
local concentration in
strategic towns and areas
Leading consolidator in the domestic market
Signifi cant competitive
advantage in identifying,
executing and integrating
acquisitions relative to its
peers, demonstrated by a
proven track record
More than 70 companies or
going concerns have been
acquired by IVS since 2007
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History and Key EventsIVS Group is a pioneer of the vending industry in Italy with nearly 40 years of experience. The history of IVS
can be traced back to Bergamo Distributori which was founded by Cesare Cerea (the current Chairman) and
Pietro Gualdi in 1972.
IVS Italia S.p.A. was incorporated at the end of 2006 through the merger of the companies previously
operating under the IVS brand on a stand alone basis.
Following the 2006 merger, IVS completed a large number of acquisitions of players operating in Italy and
France, implementing a buy-build strategy with the aim of making the Company a main consolidator, in a
fragmented sector where economies of scale are a key factor to boost performance.
Mr Cerea drove the innovation of the sector from “old-style coin-only drop” machines to innovative
point-of-sales with a multiple selection of clearly visible products.
2006
2007
2008 Merger by incorporation of
15 companies into IVS Italia,
legal entity of the IVS Group
Start –up of IVS France
Expansion of DAV (group
company) in Pamplona (Spain)
Launch of the Monitoring Room
Buyout of Gruppo Cantel/CafeBon
(jointly with Gruppo Argenta)
Acquisition of #21 business units
Acquisition of #8 companies
Improving the monitoring
activity and implementation
of a pre-payment system
Acquisition of companies
and going concerns in Italy
and France
Launch of the fi rst centre
for VM revamping
IVS was founded
by Cesare Cerea
(the current Chairman)
and Pietro Gualdi in 1972
1972
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92009
2010
2011 Acquisition and
restructuring of Vending
System Italia (VSI)
Set up of the Joint Venture
ESP with Lavazza (French
market)
Set up of the Joint Venture
with Gruppo Cremonini
(railway stations)
Acquisition of minorities
Reorganization of North
Western area in Italy
Acquisition of Coin Services
Start-up of a new branch
in Paris
2012 • Share Listing by the
combination with Italy1
Investment SA
• Three main acquisitions,
mostly targeting the
outdoor segment
• 13 Acquisitions of new
business units
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Business Model
Average Sales(000)/VM
ASP (EUR cent)
5.5
3.4
1.6
0.96
0.47
0.39
PUBLIC
CORP.
TRAVEL
84% 75%
68%
12% 20%
21%
4% 5% 11%
VMs Vends Sales
Source: IVS. OCS revenues come from sales of Coffee capsules. AVM revenues are from cash collection. Note: Public includes Universities, Schools, Hospitals and offices opened to the public
AUTO-MIX
OCS
AUTO-HOT
Aut
omat
ic V
endi
ng M
achi
nes
O
ffic
e C
offe
e Sy
stem
s
35,6%
54,8% 47,7%
34,5%
37,9% 45,5%
29,9%
7,3% 6,8%
VMs Vends Sales
,
Simple, lean and highly cash generating business model
IVS Group purchases the machines from manufacturers, installs them at the clients’ sites and maintains them
Revenues are generated from purchases made by the end consumers in the location where the machines are installed
KEY FIGURES BY PRODUCT – ITALY (%)(2012)
KEY FIGURES BY LOCATION (%)(Auto VMs, Italy, 2012)
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IVS GROUP S.A.
Registered offi ces: 2A Rue Jean-Baptiste Esch L-1473 Luxembourg
R.C.S. Luxembourg B155 294 VAT No. LU 24379120
Share capital Euro 386,892.00 fully paid up
Operational headquarters: I-24068 Seriate (BG) via dell’Artigianato, 25
VAT No. IT 03840650166 – Tax code 97602500155
www.ivsgroup.lu
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Company Offi cers
BOARD OF DIRECTORS
Cesare Cerea Chairman
Massimo Paravisi Chief Executive Offi cer (CEO)
Massimo Trapletti Chief Executive Offi cer (CEO)
Antonio Tartaro Chief Financial Offi cer (CFO)
Paolo Covre Vice Chairman
Vito Alfonso Gamberale Vice Chairman
Adriana Cerea Director
Monica Cerea Director
Luigi De Puppi Independent non-executive director
Mariano Frey Independent non-executive director
Gian Maria Gros-Pietro Independent non-executive director
Carlo Giovanni Mammola Non-executive director
Mariella Trapletti Non-executive director
INDEPENDENT AUDITORS
Ernst & Young S.A. Luxembourg
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Group Structure
ESP S.A.
(J.V. con Lavazza e DB)
Vending System
Italia S.p.A.IVS Italia S.p.A.
Metroshopping S.r.L.IVS France S.a.S. Emmedi S.A.
SCI+39Maquina Automaticas
Blasco S.L.
D.A.V. S.A.
CaYbe 2 S.L.
D.D.S. S.p.A.20.10 Vending S.r.L. Eurovending S.r.L. EVS S.r.L.
Euro Coff ee S.r.L. Mr. Vending S.r.L.Time Vending S.r.L.
(J.V. con Cremonini)Coin
Partecipazioni
S.p.A.
Coin Service Servizi
Sicurezza S.r.L.in liquidazione
Coin Service
Empoli S.p.A.
Coin Service
Nord S.p.A.
S. Italia S.r.L.Fast Service
Italia S.r.L.CSH S.r.L.
IVS Group’s structure at December 31, 2012.
IVS GROUP S.A.
Coin Service business division
(Italy)
ItalianCompanies
FrenchComapanies
SpanishCompanies Associates
Joint
Ventures
Société Civile
Immobilière (France)
Universo Vending S.r.L.
CoFraDis Sud
S.a.S.
Ristora System S.r.L.
Ciesse Caff é S.r.L.
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IndexMANAGEMENT REPORT 19
MANAGEMENT CERTIFICATION 47
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2012 51
Indipendent Auditor’s Report on Consolidated Financial Statements 53
Financial Statements Schedules 57 Consolidated Statement of fi nancial position 58
Consolidated Income Statement 59
Consolidated Statement of Comprehensive Income 60
Consolidated Statement of changes in consolidated shareholders’ equity as of 31 December 2012 61
Consolidated Statement of changes in consolidated shareholders’ equity as of 31.12.11 (Restated)* 62
Consolidated Statement of Cash Flows 63
Explanatory Notes to the Financial Statements 65 Corporate information 66
Other information 66
Accounting policies 67
1- Basis of preparation of the fi nancial statements 67
2 - Changes in accounting policies and information note 68
3 - Critical judgements and accounting estimates 72
4 - Basis of consolidation 73
5 - Summary of the major accounting policies 74
6 - Scope of consolidation 84
7 - Business combinations 86
8 - Acquisition of non-controlling interests in subsidiary companies 88
9 - Operating segments 89
Notes to the main captions of the statement of fi nancial position 91
10 - Intangible assets 91
11 - Goodwill and Impairment Test 91
12 - Property, plant and equipment 94
13 - Equity Investments 94
14 - Current and non-current fi nancial assets 95
15 - Inventories 95
16 - Trade receivables 96
17 - Tax assets and liabilities 96
18 - Other current assets 97
19 - Cash and cash equivalents 97
20 - Net fi nancial indebtedness 98
21 - Shareholders’ equity 99
22 - Employee benefi ts 101
23 - Provisions for risks and charges 102
24 - Deferred tax assets and liabilities 102
25 - Financial liabilities 103
26 - Derivative fi nancial instruments 104
27 - Value of fi nancial assets and liabilities 105
28 - Other current liabilities 106
29 - Contingencies, commitments and restrictions on the distribution of profi ts 106
Notes to the main income statement captions 107
30 - Revenue from sales and services 107
31 - Other revenue and income 108
32 - Cost of raw materials, supplies and consumables 108
33 - Cost of services 108
34 - Personnel costs 108
35 - Other operating income and expenses 109
36 - Other non-recurring income and expenses 109
37 - Financial income and expenses 110
38 - Result of companies valued at net equity 110
39 - Income taxes 111
40 - Earnings per share 112
Other information 113
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41 - Risk management policy 113
42 - Related party transactions 114
43 - Director and independent auditor fees 116
44 - Subsequent events 116
ANNUAL ACCOUNTS OF IVS GROUP S.A. AS OF DECEMBER 31, 2012 119
Indipendent Auditor’s Report on Annual Accounts 121
Financial Statements Schedules 125 Balance Sheet as at December 31, 2012 126
Profi t and Loss account for the year ended December 31, 2012 127
Explanatory Notes to the Annual Accounts as of December 31, 2012 129 General information 130
1 - Signifi cant accounting policies 131
1.1 - Basis of preparation 131
1.2 - Basis of conversion for items originally espresse in foreign currency 131
1.3 - Tangible fi xed assets 131
1.4 - Financial fi xed assets 132
1.5 - Current debtors 132
1.6 - Deferred charges 132
1.7 - Provisions 132
1.8 - Debts 132
1.9 - Warrants 132
2 - Other fi xtures and fi ttings, tools and equipment 132
3 - Shares in affi liated undertaking 132
3.1 - Italy 1 Investment Sprl 133
3.2 - Merger contribution 133
3.3 - IVS Italia S.p.A. 133
3.4 - Acquisition 134
4 - Loan to affi liated undertakings and to undertakings with which the company
is linked by virtue of participating interests 134
5 - Own shares or own corporate units 135
6 - Amounts owed by affi liated undertakings 136
6.1 - Receivables/Payables Group Fiscal Unit 136
7 - Other receivables 136
8 - Capital and reserves 137
8.1 - Merger between Italy1 Investment S.A. and IVS Group Holding S.p.A. 138
8.2 - Share Capital 138
8.3 - Share premium reserve 139
8.4 - Legal reserve 139
9 - Provisions 139
10 - Amounts owed to credit institution 139
11 - Trade creditors 139
12 - Amounts owed to affi liates undertakings 140
12.1 - Amounts owed to IVS Partecipazioni S.p.A. 140
13 - Amounts owed to undertakings with which the company is linked by virtue
of participating interest 140
14 - Tax and social security debts 140
15 - Others creditors 140
16 - Raw materials and consumables 140
17 - Other external charges 141
18 - Interest and other fi nancial charges/income 141
19 - Extraordinary income and expense 142
20 - Other operating income 142
21 - Commitments 142
Other information 143
22 - Related parties transactions 143
23 - Subsequent events 144
Management Report
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INTRODUCTION AND PERFORMANCE INDICATORSThe Parent has prepared just one directors’ report,
following enactment of EC directive no. 2003/51/EC
on the accounting harmonization between Member
States.
In this document, we present certain non-IFRS
measures, including EBITDA, Adjusted EBITDA,
Operating profi t, Net fi nancial position/ indebtedness
and Financial indebtedness.
We defi ne “EBITDA” as operating profi t before interest
and income taxes (“EBIT”) plus amortization and
depreciation. “Adjusted EBITDA” refers to EBITDA as
adjusted to remove accounting eff ects and costs
associated with the Merger and some other non-
recurring income and expenses considered by our
management to be non-recurring and exceptional in
nature.
It uses similar indicators for its net fi nancial
indebtedness, the components of which are described
in the relative section of the notes.
The directors’ report also includes a number of
fi nancial ratios which are helpful to better understand
the Group’s performance, especially with respect to
diff erences compared to previous years.
We believe that EBITDA is a useful indicator of our
ability to incur and service our indebtedness and can
assist certain shareholders, certain investors, security
Management Report
Dear shareholders,
The IVS Group’s (“IVS”) consolidated fi nancial statements as at 31 December 2012, drawn up under the
International Financial Reporting Standards (IFRS), show a loss for the year of Euro 15,422 thousand, after
non-recurring expenses of Euro 29,954, taxes of Euro 170 thousand and amortisation and depreciation of
Euro 38,282 thousand.
The IVS Groups S.A.’s fi nancial statements, which are prepared under the Luxembourg national accounting
standards, show a loss of Euro 1.500 thousand after taxes of Euro 6 thousand.
We have our registered offi ce at L-1473 Luxembourg, 2A Rue Jean-Baptiste Esch and is registered in
Luxembourg under section B number 155.294. with operational headquarters is in Seriate, Italy and our Class
A Shares are listed on the Italian Stock Exchange.
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analysts and other interested parties in evaluating
us. We believe that Adjusted EBITDA is a relevant
measure for assessing our performance because it is
adjusted for certain charges which, we believe, are not
indicative of our underlying operating performance
and thus aid in an understanding of EBITDA.
EBITDA and Adjusted EBITDA and similar measures
are used by diff erent companies for diff ering purposes
and are often calculated in ways that refl ect the
circumstances of those companies. Reader should
exercise caution in comparing EBITDA and Adjusted
EBITDA as reported by us to EBITDA and Adjusted
EBITDA of other companies. The information
presented by each of EBITDA and Adjusted EBITDA is
unaudited and has not been prepared in accordance
with IFRS or any other accounting standards. None
of EBITDA or Adjusted EBITDA is a measurement of
performance under IFRS and you should not consider
EBITDA or Adjusted EBITDA as an alternative to net
income or operating profi t determined in accordance
with IFRS, as the case may be, or to cash fl ows from
operations, investing activities or fi nancing activities.
EBITDA and Adjusted EBITDA have limitations as
analytical tools, and you should not consider them in
isolation. Some of these limitations are:
• they do not refl ect our cash expenditures or future
requirements for capital expenditures or contractual
commitments;
• they do not refl ect changes in, or cash requirements
for, our working capital needs;
• they do not refl ect the signifi cant interest expense, or
the cash requirements necessary, to service interest
or principal payments on our debt;
• although depreciation and amortization are non-
cash charges, the assets being depreciated and
amortized will often need to be replaced in the
future and EBITDA and Adjusted EBITDA do not
refl ect any cash requirements that would be required
for such replacements; and
• the fact that other companies in our industry may
calculate EBITDA and Adjusted EBITDA diff erently
than we do. which limits their usefulness as
comparative measures.
THE MERGERIVS Group S.A. is the result of a merger (the “Merger”)
between IVS Group Holding S.p.A., an Italian company
with registered offi ces in Seriate (Bergamo, Italy) and
Italy 1 Investment S.A. (“Italy1”). Italy1 was a “Special
Purpose Acquisition Company” (or “SPAC”) formed as
a public limited company (société anonyme) under
Luxembourg law in August 2010 for the purpose of
acquiring a company or business in Italy through a
merger or similar transaction (a SPAC is an investment
vehicle that is formed for the purpose of carrying out
a single transaction with a target company).
On January 27, 2011, Italy1 completed an initial public
off ering on the Italian Stock Exchange (MIV segment),
raising Euro 150.0 million in proceeds for the purposes
of entering into a business combination or similar
transaction with a company with its primary business
operations in Italy. On March 2, 2012, the Merger
agreement was signed by Italy1, IVS Group Holding
and its new principal shareholder, IVS Partecipazioni
S.p.A.(formerly IVS Partecipazioni S.r.L.). On April 12,
2012, the Merger was approved by the shareholders
of both Italy1 and IVS Group Holding and, on May 16,
2012, the Merger became eff ective, with the Italy1 as
the surviving entity retaining the listing on the Italian
Stock Exchange and changing its corporate name to
IVS Group S.A.
As part of the arrangements for completion of the
Merger, the shareholders of IVS Group Holding and
of the French and Spanish subsidiaries granted
and transferred their interests in the Group to a
new company: IVS Partecipazioni S.r.l. (now IVS
Partecipazioni S.p.A.).
As a result of the Merger IVS, Partecipazioni S.p.A.
received 22,702,256 newly-issued shares of IVS Group
S.A. acquiring control of the company, as a result also
of a waiver issued by the competent Commission de
Surveillance du Secteur Financier (CSSF).
The agreements signed on 12 April 2012 (the Merger
Agreement and the Shareholder Agreement) provide,
inter alia, that IVS Partecipazioni S.p.A. cannot assign
its interests in IVS Group S.A. for the following three
years and that the Founders Shareholders of Italy1 can
appoint 3 directors and an independent director.
As a result of the said agreements, IVS Partecipazioni
S.p.A. also bought 5,000,000 warrants issued by the
company and held by the Founders of Italy1.
As a result of the Merger the Group received new cash
for Euro 114,359 thousand.
Following an analysis of the Merger, the directors of
IVS Group concluded that, for accounting purposes,
the Merger represented a reverse asset acquisition
rather than a business combination as defi ned by IFRS
3. Consequently, for accounting purposes, the Merger
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has been treated as a recapitalization of the Group
using the accounting principles established by IFRS 3
to account for reverse acquisitions. In accordance with
these principles, the Group’s consolidated fi nancial
statements as of, and for the year ended December 31,
2012 have been prepared as if the IVS Group Holding
acquired the net assets of Italy1, and not vice versa.
Therefore, the comparative fi gures for 2011 shown in
such 2012 fi nancial statements and in the explanatory
notes thereto do not correspond to those of Italy1,
but rather to those of the 2011 consolidated fi nancial
statements of IVS Group Holding S.p.A..
IFRS accounting standards do not specifi cally
contemplate combinations between an operating
company and a SPAC like the Merger. The accounting
treatment for the Merger adopted by the Group, in
accordance with IAS 8, is based on a combination of
the requirements of IFRS 2 related to share-based
payments and that currently required by IFRS 3
related to reverse acquisitions. This treatment, which
we believe is consistent with market practice, required
IVS Group to record a non-recurring charge equal to
Euro 25,476 thousands in the income statement for
the year ended December 31, 2012, representing the
diff erence between the fair value of the net equity of
Italy1 (prior to the acquisition) and the fair value of
the Italy1’s issued share capital plus the costs related
to the Merger (Euro 1,351 thousands). This charge
resulted in IVS Group S.A. recording a net loss for
the year ended December 31, 2012 of Euro 15,422
thousands (net of such charge and of transaction
costs related to the Merger equal to Euro 1,351
thousands, IVS Group S.A. would have recorded net
consolidated income of Euro 11,405 thousands for the
year ended December 31, 2012).
On July 10, 2012, the accounting treatment of
transactions such as the Merger was brought to
the attention of the IFRS Interpretation Committee.
Although the Group believes it has correctly
accounted for the Merger, it is possible that such
accounting treatment could be subject to change
following a future pronouncement of the IFRS
Interpretation Committee.
OVERVIEWWe are the largest operator of vending machines in
Italy and the third largest vending machine operator
in Europe (excluding Coca Cola and Alois Dallmayr
KG which operate vending machines but are also
active in other businesses), with operations in France
and Spain. We manage a network of approximately
144,000 vending machines and offi ce coff ee service
machines located at corporate offi ces, institutions
and public places through which we sell a broad
range of products, including hot and cold beverages,
in-between meals, snacks and confectionary (our
“Vending Business” ). We leverage over 40 years of
experience in the industry to build and maintain
relationships with large institutional customers and
small- and medium- sized enterprises (“SMEs”): our
contracts with these customers permit us to place our
vending machines in many high-traffi c and high-
visibility locations throughout Italy, France and Spain.
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Our business model covers the full spectrum of the
value chain in the vending machine operator market.
Our sales team originates new customer contracts
allowing us place vending machines on customers’
premises and we also bid for concessions pursuant
to public tenders to place vending machines with
governmental entities and semi-public or large
corporate entities. We purchase and customize our
vending machines with the options and characteristics
that our customers require and install them at their
premises. Our central purchasing department sources
the range of food and beverage products that our
vending machines off er. Our customer contracts will
typically specify a few products that a customer’s
vending machine should off er, but with our industry
knowledge, we are also able to tailor our product
off erings by type of location or region to achieve a
superior product off ering for consumers. We also
provide our customers with restocking, maintenance,
coin collection and customer service for the vending
machines we operate.
Our vending machines are either automatic or semi-
automatic and serve diff erent segments of the food
and beverage market. Our automatic machines are
generally large, free standing vending machines
favoured by corporate or public institutional
customers. These machines dispense products from
the “Hot” beverage, “Snacks” and “Cold” beverage
segments of the food and beverage market. Our semi-
automatic machines are generally small pod machines
that off er coff ee and other hot drinks to SMEs and
other corporate customers.
In the year ended December 31, 2012, our Vending
Business generated approximately 95.9% of our
revenue and 95.1% of our EBITDA. In 2012, our
Vending Business sold approximately 634.5 million of
products (or “vends”) at an average price per vend of
43.2 euro cents. Despite diffi cult economic conditions
we have managed to increase our Vending Business
revenue from Euro 264.627 thousands in 2011 to Euro
274.651 thousands in 2012 while achieving increasing
average price per vend of 41.4 euro cents to 43.2 euro
cents, respectively. We focus on profi tability through
exploiting operational synergies from our extensive
branch network of distribution and maintenance
service operators and seeking to improve vending
machine density, which refers to the placement of
vending machines in close proximity to one another.
We have consolidated our
Vending Business through
organic growth and selective
acquisitions within the highly
fragmented Italian, French
and Spanish markets. We
believe we rank fi rst in terms
of market share by revenue
in Italy, our core market. In
Italy, our vends are primarily
generated in the Northwest
and Northeast and Lazio
regions, though our machines
can be found nationwide.
We believe we are the only
national operator in Italy
which can provide nationwide
solutions to our customers. In
France and Spain, we believe
we are among the market
leaders in terms of market
share by revenue. Our vending machines in France are
concentrated in Paris and urban areas in the Provence-
Alpes-Côte d’Azur province. In Spain, we believe we
are among the market leaders in the areas where
we are present. Our vending machines in Spain are
concentrated in urban areas, specifi cally the Madrid,
Aragon, Navarre and Catalonia regions.
In addition to our Vending Business, we also operate
a coin service business (“Coin Service Business”)
through subsidiary companies that we acquired in
March 2011 in conjunction with minority partners.
Our Coin Service Business performs management of
“metallic money”, including collection, packaging and
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delivery for approximately Euro 1,000,000 thousands
equivalent in coins for a variety of customers,
including our Vending Business and other customers
such as banks, mass-retailers, third party vending
operators, parking operators, train stations and
highway ticket offi ces. In the year ended December
31, 2012, our Coin Service Business generated
approximately 4.1% of our revenue and 4.9% of our
EBITDA.
This increase is particularly positive when it is
compared to the underlying drop in volumes seen
in 2012: 634.5 million products distributed in 2012
compared to 638.2 in 2011. The companies within
the Group thus were able to more than make up for
the diff erent extent of volumes seen in 2012 with
the increase in the average sales price.
In this regard it should be pointed out that, in the
vending world, calendar years should be considered
and weighted with regards to conventional working
days.
In the early months of 2012 and then also in the last
quarter, the Group fi nalized some acquisitions aimed
at increasing the vending machines density factor.
In particular it acquired (i) 70% of Fast Service Italia
S.r.L., which holds contracts for vending machine fl oor
space within the railway stations of Grandi Stazioni
100 Stazioni and part of RFI; (ii) 100% of Selecta Italia
S.p.A., the Italian operating company of the main
European player in the vending market, the Swiss
Selecta AG, which thus withdrew from the Italian
market, not having been able to achieve, despite its
best eff orts, a suffi cient dimension and (iii) 100% of
Mr.Vending S.r.L., a company that had been awarded
vending machine fl oor space within the Milan metro.
Having completed the Merger and the said
acquisitions, management then focused on increasing
effi ciency and cost containment, aimed at increasing
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profi tability, focusing especially on the companies acquired in the course of the year. The consolidation of the
acquired companies, typically less effi cient than those of the Group, caused a deterioration in the short term of
fi nancial statements indicators, in spite of an increase in the gross operating profi t from continuing operations,
in EBITDA and a large increase in profi tability, calculated in euro cents, on each vend (with the sole exception of
France where the Paris area was penalised by the loss of some customers).
The following table summarises and shows the Group’s fi nancial performance in the Vending segment based on
the above information:
31.12.12 31.12.11
Italy France Spain Total % Var. Italy France Spain Total
Business days 237.8 240.0 232.0 237.6 0.3% 237.0 240.0 231.0 236.9
Vends
(no. In thousand)
542,870 53,746 37,885 634,501 (0.6%) 539,736 57,536 40,891 638,163
Sales per business day
(Euro thousand)
993,359 98,912 63,537 1,155,762 5.1% 951,382 101,876 63,632 1,116,833
Average price
(Euro cents)
43.50 44.17 38.91 43.29 4.3% 41.78 42.50 35.95 41.47
Cost of sales per vend
(Euro cents)
(11.02) (12.66) (12.54) (11.25) 3.5% (10.67) (12.62) (11.87) (10.93)
Gross profi t per vend
(Euro cents)
32.49 31.51 26.37 32.04 4.9% 31.10 29.87 24.08 30.54
Adjusted EBITDA per vend
(Euro cents)
9.52 6.68 6.49 9.10 2.3% 9.37 7.93 5.13 8.97
Italy
2011
9.3
7
2012
9.5
2
France
2012 2011
7.9
3
6.6
8
Spain
2012 2011
5.13
6.4
9Total
2012 2011
8.9
7
9.10
10
8
6
4
2
0
Adjusted EBITDA per vend (Euro cents)The elements that negatively
aff ected the Group’s
profi tability in 2012 are:
• the increase in fi nancial
expenses arising mainly from
the loans needed to purchase
the Italian subsidiary of the
competitor Selecta (Selecta
Italia, now S. Italia) and from
the extension of the tranche
C of the senior bank loan of
the subsidiary IVS Italia S.p.A.
(all credit facilities were extinguished following the
Merger’s eff ective date);
• the reduced vending machine density in the Paris
area as a result of the loss of some customers;
• the increase in the fi rst quarter 2012, prior to the
acquisition of Fast Service Italia S.r.L., in the usage
fees or redevances paid on the activities carried
out within the Italian railway network as a result
of the diff erent tariff s applied as from 1st January
2012 (though this factor was neutralized by the
acquisition of the said Fast Service Italia S.r.L.);
• the increased depreciation resulting mainly from
the acquisitions, notably from the Purchase Price
Allocation of Fast Service Italia S.r.L.;
• increased fuel costs, motorway tolls, costs of
access to the town centres of large cities.
Apart from the infl ow of new resources resulting
from the merger and from the cash fl ows before
taxation and changes in working capital (Euro 56,528
thousand in 2012, compared to Euro 56,657 in 2011),
the Group’s operating cash fl ows in 2012, amounting
to Euro 20,151 thousand, were penalized for Euro
19,721 thousand by the net increase in working
capital. Said increase was largely attributable to
the increased delay by the Italian tax authorities in
reimbursing the VAT credit and the entry into force
of Article 62 of Decree Law 1/2012 enacted by the
Italian Government and aimed at reducing to 30/60
days the terms for payment of food and agricultural
products supplies.
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Capital expenditure in core business equipment
was lower than in the previous year, except for an
important investment that was made late in the year
by IVS Italia S.p.A. for the creation of the vending
machines network as part of the contracts entered
into with Poste Italiane S.p.A.
The activity of the vending machine revamping
centres grew in 2012, supporting the need for
adequate vending machines and thus containing
capex.
The IVS Group thus closed the fi nancial year 2012
with an overall consolidated net loss of Euro 15,422
thousand, and with a consolidated net equity of Euro
298,074 thousand, while net fi nancial indebtedness
amounted to Euro 168,528 thousand (Euro 178,289
thousand, pursuant to CESR’s recommendation dated
10 February 2005) and current liabilities exceeded
current assets by Euro 90,254.
The Group revised its business plan 2013-2015 in
order to align it with the Group’s new structure. The
directors prepared the 2013 business plan based on
the above information which shows that the Group
is able to meet its fi nancial commitments for the next
year.
OUR STRENGTHSOur business benefi ts from the following competitive
strengths:
We occupy a strong competitive position as a market
leader in an industry with attractive market dynamics.
• Market dynamics: As estimated by Confi da, the
Italian vending machine association, the Italian
vending machine operator market was worth
approximately Euro 2.6 billion in revenue in 2011 and
recorded year-on-year growth of 2.24% over 2010.
We believe that revenue growth in this market is
possible through building out the vending machine
network and achieving higher revenue per vend
by upgrading vending machine stock. Long-term,
underlying trends that favour such growth include
changes in consumer lifestyles and the attractive
value proposition vending machines can off er
consumers. According to Confi da, consumers are
increasingly relying on convenience snacks and
meals available outside the home and workplace,
which drives demand for convenience food and
beverage off erings, for which vending machines
like ours represent a primary distribution channel.
Confi da also estimates that 16.8 million Italians use
vending machines annually, 43.6% of which make at
least two purchases per week. In addition, products
sold in vending machines are often available at
signifi cantly lower retail prices when compared to
identical or analogous products sold in other retail
channels, off ering an attractive value proposition
to consumers and providing vending machine
operators like us considerable fl exibility to adjust
pricing. In fact, consumer purchases from vending
machines show limited price sensitivity. For example,
data from Confi da suggests that vending machine
operators can pass increased product costs to end
consumers without large adverse eff ects on overall
revenue.
• Market leadership: With our 50 branches in Italy,
we believe we are the only Italian vending machine
operator to cover the entire Italian domestic market,
with a market share in terms of revenue of
approximately 11% for the year ended December
31, 2012, making us the clear market leader amid a
highly fragmented market. We believe that the top
fi ve operators in Italy (including us) hold a combined
market share of approximately one third, with the
remaining players being mostly small, family-owned
or local companies. Our network of branches,
particularly our nationwide coverage in Italy, foster
operational and logistical synergies which reduce
the cost of increasing the number of our vending
11%Market Share
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machines. In addition, the close proximity of our
vending machines to one another (called “vending
machine density”), reduces the cost of restocking
and maintenance, which is why increasing
our density is one of our primary strategies for
further consolidation and growth. Furthermore,
our market position and size have allowed
us to achieve economies of scale in product
purchasing and distribution which are key drivers
for our profi t generation. As the only national
operator in Italy off ering nationwide solutions to
customers, we are well positioned to gain large
institutional contracts. For example, in 2012, we
were awarded two contracts for the installation
and management of vending machines located at
the 2,000 nationwide offi ces of Poste Italiane, the
Italian postal service.
OUR STRATEGIESWe plan to increase the value of our business
through organic growth and a disciplined
acquisitions strategy in our primary markets.
We also intend to invest in our product
development and vending machine network, while
strengthening our cash fl ow position. Our primary
strategies to achieve these goals include:
We intend to focus on increasing vending machine
density through organic growth in Italy and
exploiting economies of scale and other cost-
savings in the areas of logistics and distribution.
• Increase density of vending machine network
and penetrate under-served channels: We
believe there remains signifi cant market demand
for the placement of vending machines, especially
in public areas. We intend to increase the density
of our vending machine network through organic
growth in Italy. We also seek to place more
vending machines in under-served channels, such
as the travel segment (i.e. railway, bus and subway
stations and airports) in order to off er products to
consumers outside of their workplaces. Increased
vending machine density enables us to better
leverage our fi xed cost base because our existing
distribution, maintenance and coin collection
activities have the capacity to service additional
vending machines.
• Exploit economies of scale and other cost-
savings: We will continue to exploit economies
of scale and other cost-savings, including by the
refurbishment (rather than replacement) of existing
vending machines and the careful management
of our procurement, logistics and distribution
activities. We will focus on central product
purchasing and the effi cient, but prompt, restocking
of our vending machine network, made possible by
our highly sophisticated information technology-
based control system.
We will continue to consider selective acquisitions
in Italy that increase vending machine density or
present other favorable synergies, and potentially,
small bolt-on acquisitions in France and Spain.
• Growth through selective acquisitions in Italy.
Selective acquisitions will remain a key driver of our
plans for future growth and increased profi tability
in Italy, primarily by seeking to acquire companies
in strategic locations that improve our vending
machine density. As in the past, we expect to
grow through a disciplined consolidation strategy,
acquiring smaller competitors that lack economies
of scale and are hindered by limited pricing power
and margin pressure, and integrating them into our
network to achieve operating and pricing synergies.
We believe such selective acquisitions will allow
us to achieve operational synergies because it will
allow us to further utilize the nationwide network of
branches that we have already in place. We will also
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consider acquisitions of smaller companies in Italy
with attractive existing contracts. For example, in
2012, we purchased a company with the contract
to provide vending machines in the Milan subway
(MR. Vending S.r.l.). By rolling out our model to
the vending machine stock and customer lists of
such smaller acquired companies, we can increase
prices and achieve higher prices per vend.
• Small bolt-on acquisitions in France and
Spain. We will continue to consider small bolt-
on acquisitions in France and Spain that are
accretive to our existing distribution and logistical
networks. However, given the challenging
economic environment in Spain in particular,
acquisition opportunities will have to be
extremely appealing.
We intend to continue investing in innovative
vending machines, product development and new
channels, while increasing operating margins by
improving average selling prices
• We plan to consolidate and expand our
business by: (i) increasing average selling prices
by adjusting prices for products that have low
consumer price sensitivity and a signifi cant price
gap when compared to identical or analogous
products sold in other retail channels, (ii)
expanding product off erings in response to the
latest consumer trends (e.g. health and wellness),
while further increasing the sophistication of
our category management to maximize sales
per machine and average prices, (iii) expanding
product categories where convenience and
service are key success factors (e.g. personal
care, over-the-counter pharmaceuticals), and (v)
developing ancillary revenue (e.g. advertising).
We will focus on enhancing our already strong cash
fl ow position and maintain a conservative leverage
ratio.
• By maximizing our product rotation and increasing
our retail prices, where appropriate, we will continue
to focus on cash fl ow generation. In addition, we
expect to continue to reduce replacement capital
expenditures through the refurbishment (rather
than replacement) of vending machines.
Finally, we intend to maintain a conservative leverage
ratio.
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ENVIRONMENT AND SUSTAINABILITY
We are committed to operating our business while respecting the environment and other social
considerations. As a company, we are increasingly aware of nutritional, environmental and
sustainability issues and we recognize that many of our customers and consumers have similar concerns.
As a result, we have developed a
number of eco-projects under our
“Vending Made Responsible” brand
which we have implemented
in Italy, France and Spain.
One such initiative is “Bio Break,” in which we purchase fair trade
and organically farmed coff ee beans for certain of our Offi ce
Coff ee Service customers and use cardboard cups and
wooden stirrers made from recycled materials. “Bio
Break” also includes our eff orts to stock healthy
choices such as fresh fruits and yoghurts and
to cater to consumers with certain dietary
restrictions.
Another initiative is our “Eco-sustainable company” policy which includes a
wide range of environmentally-friendly policies such as special energy saving
modes for certain vending machines, a fl eet of methane and electric vehicles
so that our restocking activities are carried out in a low-impact way and the
use of photovoltaic panels at our Group operational headquarters in Italy to
reduce our consumption of fossil fuels and our carbon dioxide emissions.
Finally, we take care to customize and design our vending machines that
takes into account the needs of disabled users.
Our main controlled operative company, IVS Italia S.p.A., achieved ISO
14000 environmental certifi cation which is a family of standards related to
environmental management focused on the development of processes to
proactively monitor and reduce activities that could negatively aff ect the
environment and seek to achieve continual improvements thereof.
An
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ep
ort
20
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an
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29
trictions.
ludes a
gy saving
c vehicles
and the
n Italy to
sions.
es that
ISO
lated to
esses to
ect the
environment and seek to achieve continual improvements thereof..
Coff ee Ser
wooden s
Break
ch
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EMPLOYEESAs of December 31, 2012, our Group employed 2,038 workers (of which approximately 1,350 dedicated to
restocking, providing technical assistance and customer care). Restocking and related logistics represents the
function with the highest number of employees, followed by technicians, hardware logistics and management,
sales and fi nance.
The following tables shows a breakdown of our Group companies’ employees by category as of the periods
indicated.
Numbers of Employees As of December 31,
2012 2011
Executives 3 -
Managers 46 47
Employees 761 570
Workers 1,212 1,387
Traineers 16 17
Total 2,038 2,021
3
46
761
1,212
16
Exe
cuti
ves
Ma
na
ge
rs
Em
plo
yee
s
Wo
rke
rs
Tra
ine
es
0.15%
Executives 2.25%
Managers
37.35%
Employees
59.5%
Workers 2,038
0.75%
Trainees
There are no particular confl icts related to employee management, and relationships with the trade unions are
marked by fairness and constructive dialogue.
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CHANGES IN SCOPE OF CONSOLIDATIONThe consolidated fi nancial statements include the
fi nancial statements of the parent company IVS
Group S.A. and of the Italian and foreign companies
over which the latter is entitled to exercise control,
directly or indirectly (through its subsidiaries
and associate companies), making the relevant
fi nancial and operating decisions, and to obtain the
associated benefi ts.
During the fi nancial year the Group acquired control
of four Italian companies operating in the vending
industry and of a number of minorities of companies
already consolidated as at 31 December 2011, in
particular:
- on March 8 2012, the parent company acquired
100% of the share capital of S.Italia S.r.l. (formerly
Selecta Itala S.p.A.);
- on March 30, 2012, the parent company acquired
the French minorities equivalent to 13% of the
share capital of IVS France S.a.s..
- on March 30, 2012, the parent company acquired
70% of the share capital of Fast Service Italia S.r.l.;
- on April 5, 2012, the parent company acquired the
Spanish minorities corresponding respectively to
30% of the share capital of Emmedi SA and 22% of
the share capital of DAV SA;
- on April 19, 2012 IVS Italia S.p.A. acquired a further
15% of the share capital of Metroshopping S.r.l.,
thereby increasing its stake from 70% on December
31, 2011 to the current 85%;
- on October 5, 2012 IVS Italia S.p.A. subscribed the
entire share capital of 20.10 Vending S.r.l. ;
- on November 19, 2012 the IVS Italia S.p.A. acquired
100% of the share capital of Mr Vending S.r.l.;
- on November 6, 2012 IVS Italia S.p.A. acquired 1% of
the share capital of the real estate company SCI +39.
Finally, we note that:
- since the share purchase contract for shares of
Fast Service S.r.l. Italia involves a mechanism for
a “put and call” option on the purchase / sale of
the remaining 30% percentage, exercisable upon
approval of the 2013 fi nancial statements of the
acquired company, it was deemed appropriate
to consolidate the fi nancial statements of the
subsidiary as if the stake was already equal to 100%
on December 31, 2012, in compliance with the
accounting standards IAS 27 and IFRS 3;
- during the last two months of 2012 the structure
of the French subsidiaries was rationalised:
the companies Parodis Sas, Cofradis Sas and
IVS Corporate Sarl were subject to merger by
incorporation into IVS France Sas, eff ective for
accounting and tax purposes from the beginning of
the 2012 fi nancial year;
- the merger between IVS Group Holding S.p.A. and
Italy1 Investment S.A. involved the consolidation
during the year of the Belgian subsidiary Italy1
Investment Sprl, to which Italy1 had in turn
entrusted the management of fi nancial resources
collected through the IPO. After the company
ceased to function as a result of the merger, in
December 2012 the entire shareholding in the
company - which in the intervening period had
distributed its assets to the IVS Group S.A. - was sold
to an associated party instead of having it directly
liquidated.
For details of the control percentages and methods
of consolidation, please refer to the section “Scope
of consolidation” contained in the notes to the 2012
consolidated fi nancial statements.
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REPORT ON OPERATING PERFORMANCEDuring 2012, revenues from ordinary management of the parent company IVS Group S.A. at the end of the
period amounted to Euro 6,718 thousand, primarily relating to the sale of vending machines occurring up until
the merger by IVS Group Holding S.p.A.
The detailed breakdown of consolidated revenues is as follows:
(thousands of Euro)
Italy France Spain Coin Intra-sector
adjustments Total
Revenues 2012 236,171 23,739 14,741 12,067 (689) 286,029
Other Revenues 2012 18,730 902 147 18 (8,028) 11,768
Total Revenues as at 31 December 2012 254,901 24,641 14,887 12,084 (8,717) 297,796
Revenues 2011 225,478 24,450 14,699 7,162 (396) 271,393
Other Revenues 2011 14,495 662 15 72 (8,271) 6,973
Total Revenues as at 31 December 2011 239,972 25,112 14,714 7,234 (8,667) 278,366
Italy
2011
23
9,9
72
2012
25
4,9
01
France
2012 2011
25
,11
2
24
,64
1
Spain Coin
2012 2012 2012 2011 2011 2011
14,7
14
7,2
34
14
,88
7
12
,08
4
Total
27
8,3
66
29
7,7
96
250
300
200
150
100
50
0
Consolidated Revenues (thousands of Euro)
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The consolidated value of production amounted to Euro 297,796 thousand, of which Euro 274,651 thousand
deriving from vending business activities. The following table gives the breakdown of the Group’s operations:
December 31, 2012 (thousands of Euro)
Italy France Spain Coin Intra-sector
adjustments Total
Value of production 254,901 24,641 14,887 12,084 (8,717) 297,796
Operating expenses (203,196) (21,051) (12,429) (9,054) 8,683 (237,046)
EBITDA Adjusted 51,706 3,590 2,459 3,030 (34) 60,750
Other non recurring income/(expenses)* (1,309) (302) (66) 63 - (1,614)
EBITDA (*) 50,397 3,288 2,392
3,093 (34) 59,137
% EBITDA Adjusted /value of production 20% 15% 17% 25% 0% 20%
Depreciation (33,459) (2,466) (1,846) (513) 3 (38,282)
Ebit (*) 16,938 822 546 2,580 (32) 20,854
%Ebit (*) /value of production 7% 3% 4% 21% 0% 7%
(*) Adjusted by IT1-IVSG merger costs (Euro 26.827 thousand)
December 31, 2011 (thousands of Euro)
Italy France Spain Coin Intra-sector
adjustments Total
Value of production 239,972 25,112 14,714 7,234 (8,667) 278,366
Operating expenses (189,411) (20,551) (12,614) (5,175) 8,667 (219,084)
EBITDA Adjusted 50,561 4,561 2,100 2,059 - 59,282
Other non recurring income/(expenses) (946) (254) 282 (223) - (1,141)
EBITDA 49,615 4,307 2,382 1,836 - 58,141
% EBITDA Adjusted /value of production 21% 18% 14% 28% 0% 21%
Depreciation (31,043) (2,366) (1,860) (293) (4) (35,565)
EBIT 18,572 1,941 522 1,544 (3) 22,576
%EBIT/ value of production 8% 8% 4% 21% - 8%
Italy
2011
50
,56
1
2012
51
,70
6
France
2012 2011
4,5
61
3,5
90
Spain Coin
2012 2012 2012 2011 2011 2011
2,10
0
2,0
59
2,4
59
3,0
30
Total
59
,28
2
60
,75
0
50
60
40
30
20
10
0
EDIBITA Adjusted (thousands of Euro)
Consolidated operating costs amount to Euro
237,046 thousand, of which Euro 3,756 thousand
attributable to the parent company IVS Group S.A.
The consolidated cost for the purchase of raw
materials amounting to Euro 73,672 thousand
amounted to a total of 25.7% of the total turnover.
Depreciation, amortisation, allocations and
consolidated devaluations amount in total to Euro
38,282 thousand, of which Euro 4,034 thousand
relate only to intangible assets, Euro 34,248
thousand relate to tangible. The consolidated cost
of services amounted to Euro 36,798 thousand,
increased vis-à-vis perimeter sales from 11% in 2011
to 12.4% in 2012 mainly due to the increased activity
of the Coin division, the start of the lease of the
premises of Rovello Porro (CO), Italy, and the boost in
external commercial services.
The Group expenses for employees, including the
costs of the service of loading vending machines,
amount to Euro 85,230 thousand, of which Euro
63,020 thousand are the sole responsibility of the
subsidiary IVS Italia S.p.A.
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PRINCIPAL CAPITAL, FINANCIAL AND INCOME RATIOS The IVS Group closed the 2012 financial year with a significant loss of Euro 15,422 thousand and consolidated net worth of Euro 298,074 thousand.
The Group shows a gross financial debt of Euro 211,916 thousand.
Noteworthy is that, net of non-recurring costs (i.e. the effects of registration of the merger operation as a reverse merger, costs associated with the acquisitions made in 2012, severance packages and other non-recurring items), the Group achieved a net profit of Euro 14,532 thousand and an Adjusted EBITDA figure of Euro 60,750 thousand.
Capital structure composition analysis
(thousands of Euro) Italy % France % Spain % Coin %Intra-sectoradjustments 31.12.12 %
Fixed Assets 508,098 84.9% 33,118 90.1% 17,547 86.1% 19,222 40.5% (37,996) 539,989 82.3%
Current Assets 78,599 13.1% 2,911 7.9% 1,946 9.6% 9,896 20.8% (6,407) 86,945 13.3%
Liquidity 11,812 2.0% 719 2.0% 886 4.3% 18,400 38.7% (3,001) 28,817 4.4%
Invested Capital 598,509 100.0% 36,749 100.0% 20,380 100.0% 47,518 100.0% (47,404) 655,751 100.0%
Consolidated Liabilities 142,604 23.8% 14,240 38.7% 797 3.9% 14,928 31.4% (20,907) 151,662 23.1%
Current Liabilities 163,613 27.3% 7,157 19.5% 4,137 20.3% 29,630 62.4% 1,479 206,016 31.4%
Equity 292,292 48.8% 15,352 41.8% 15,446 75.8% 2,961 6.2% (27,976) 298,074 45.5%
Finance Capital 598,509 100.0% 36,749 100.0% 20,380 100.0% 47,518 100.0% (47,404) 655,751 100.0%
Fixed Assets
Current Assets
Liquidity Consolidated Liabilities
Current Liabilities
Equity
539,
989
151,
662
86,9
45 206,
016
298,
074
28,8
17
655,
751
655,
751
Total Total
500 500
600 600
700 700
400 400
300 300
200 200
100 100
0 0
Invested Capital (2012) Financial Capital (2012)
The consolidated operating income and expenses indicate a net cost amounting to Euro 40,799 thousand (Euro 34,686 thousand in 2011), and the most significant accounting item relates to royalties paid to install the vending machines in third party areas (amounting to approximately Euro 27,280 thousand), taking advantage of available power and water supply.The financial income and expenses trend in 2012 was strongly influenced by the increase in the effective cost of money, in terms both of rate and of spread. Despite the significant reduction of the Group’s gross financial position, effected with a
portion of the proceeds of the merger, the Group incurred costs amounting to Euro 214 thousand in commissions/fees deriving - pending the completion of the Merger - from the need to extend for a few months tranche C of the senior loan of the subsidiary IVS Italia S.p.A., and from the prefinancing costs for the purchase of Selecta Italia S.p.A.. Both operations unfortunately discounted notable spreads, thus significantly increasing their cost.For further details on items on the financial statements, please refer to the notes attached to the consolidated financial statements and to the financial statements.
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35INVESTMENTSDuring the 2012 fi nancial year, apart from the
aforementioned company acquisitions, the major
investments made by the Group related to the
purchase of goods appropriate to the pursuit of
commercial activities, such as vending machines,
coin/token dispensers and payment systems and
their accessories (amounting to roughly Euro 23
million euro), vehicles and transport vehicles.
These investments were made in order to adapt
and renew the existing machine stock, with the
aim of targeting consumption and the migration
of consumers, and of constantly improving the
service off ered to customers and, consequently, of
strengthening and expanding the Group’s position
in the market in question.
RESEARCH AND DEVELOPMENTResearch and development eff orts are focused
on three areas: (i) vending machine technologies,
customization and refurbishment, (ii) product
innovation, and (iii) customers and consumers.
In the area of vending machine technologies,
customization and refurbishment, we focus on
developing new POS payment systems involving
digital and credit card payments, research into new
methods of monitoring product stock and machine
status and refurbishment techniques to extend the
useful life of our vending machines.
Our eff orts also include improvement of datalinks
with our central network to accurately transmit sales
information and maintenance issues so that such
information can be utilized.
Capital structure composition analysis
(thousands of Euro) Italy % France % Spain % Coin %
Intra-sector
adjustments 31.12.11 %
Fixed Assets 427,206 86.6% 34,961 88.1% 15,780 86.1% 21,892 33.7% (30,230) 469,609 81.0%
Current Assets 56,722 11.5% 3,704 9.3% 1,528 8.3% 18,449 28.4% (6,157) 74,247 12.8%
Liquidity 9,385 1.9% 1,024 2.6% 1,011 5.5% 24,707 38.0% - 36,127 6.2%
Invested Capital 493,312 100.0% 39,689 100.0% 18,320 100.0% 65,049 100.0% (36,386) 579,983 100.0%
Consolidated Liabilities 292,126 59.2% 14,640 36.9% 659 3.6% 12,050 18.5% (10,990) 308,485 53.2%
Current Liabilities 154,172 31.3% 9,353 23.6% 2,473 13.5% 51,283 78.8% (5,500) 211,781 36.5%
Equity 47,014 9.5% 15,696 39.5% 15,188 82.9% 1,716 2.6% (19,895) 59,719 10.3%
Finance Capital 493,312 100.0% 39,689 100.0% 18,319 100.0% 65,049 100.0% (36,385) 579,984 100.0%
Indicators 31.12.12 31.12.11
Financial Automony Indicator - Equity/Invested Capital 45% 10%
Financial Dependency Indicator - Consolidated Liabilities+Current Liabilities/Invested Capital 55% 90%
Indebtedness Indicator -Invested Capital/Equity 220% 971%
Consolidated Indebtedness Indicator - Consolidated Liabilities/Invested Capital 23% 53%
Current Indebtedness Indicator - Current Liabilities /Invested Capital 31% 37%
Equity/Loan Capital (Consolidated Liabilities +Current Liabilities)/Equity 120% 871%
Current Assets+Liq/Current Liabilities 56% 52%
Fixed Assets Cover Margin 83% 78%
Structure Margin - Equity-Fixed Assets (241,915) (409,890)
Net Current Assets - Current Assets+Liq-Current Liabilities (90,253) (101,407)
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In the area of product innovation, we work with our food and beverage suppliers to design or modify their
packaging with a view to maintaining an appropriate temperature, preserving taste and fl avor and catching
the consumer’s eye.
In the area of customers and consumers, we analyse and interpret data we receive from our vending machines to
determine the right product off ering for diverse demographics and locations.
We also solicit regular feedback from our customers in an eff ort to continually improve our products and services.
Our research and development is concentrated at our operational headquarters in Seriate, Italy.
TRANSACTIONS WITH RELATED PARTIESWith reference to the consolidated and separate
fi nancial statements, transactions with related parties
referred to:
• the parent IVS Partecipazioni S.p.A.,
• the subsidiaries of IVS Group S.A. and IVS Group
Holding S.p.A. up until the date on which the merger
took eff ect,
• the associates,
• other related parties.
The main fi gures at 31 December 2012 relating to
transactions with related parties are presented in the
notes.
Transactions with related parties refl ect the interest
of IVS Group S.A. (and IVS Group Holding S.p.A. up
until the date on which the merger took eff ect) in
leveraging the synergies within the Group to enhance
production, commercial and logistic integration,
employ competences effi ciently and rationalize use
of corporate divisions and fi nancial resources.
All transactions with related parties whether
fi nancial or relating to the exchange of goods and
services are conducted at normal market conditions.
No atypical or unusual transactions not described
in this report and/or in the notes took place
during the year.
Transactions with shareholders
The notes disclose minor transactions with some
shareholders and/or their related parties.
Transactions with subsidiaries and associates
Transactions with subsidiaries and with associates
are of a trading nature (exchange of goods and/or
services) and a fi nancial nature.
A loan indexed to the reference rate (ex TUS) exists
between IVS Group S.A. and IVS Italia S.p.A. for
an amount of Euro 134,540 thousand, an amount
that increased in December 2011 by euro 10,000
thousand.
For further details on transactions with
subsidiaries and associates, reference should be
made to the notes.
Transactions with other related parties
Transactions with other related parties are of a
trading nature and consist largely of exchanges or
goods and/or services such as management costs,
remuneration and considerations for operations,
rents due, etc.. Further details on transactions with
other related parties are provided in the notes.
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RISKS AND UNCERTAINTIES Risk management (which involves management of
internal and external, social, industrial, political and
fi nancial risks) is an integrated part of the Group’s
growth strategy and is essential to the ongoing
development of its corporate governance system.
Its aim is to protect both stakeholders (employees,
customers, suppliers and shareholders) and the
Group’s assets by improving codes of conduct.
General Risks:
The Group constantly monitors its fi nancial risks
in order to assess in advance the potential eff ects
thereof and undertake the necessary actions to
mitigate or off set them.
Our business, fi nancial condition and results of
operations may be adversely aff ected by the current
unfavorable economic conditions in our primary
markets of Italy, France and Spain and by market
perceptions concerning Italy in particular.
The global fi nancial and credit markets continue
to be volatile in many markets and non-fi nancial
sectors of the world economy have also suff ered
in recent years, resulting in a general contraction
in consumer spending that varies by market. Many
European economies have faced and continue to
risk sovereign debt crises and have received fi nancial
assistance from the International Monetary Fund and
the European Financial Stability Facility as the credit
rating agencies continued to cut their ratings and
post a negative outlook throughout 2012. Despite
such measures, concerns persist regarding the debt
and/or defi cit burden of certain Eurozone countries,
including the Republic of Italy, and their ability to
meet future fi nancial obligations, given the diverse
economic and political circumstances in individual
member states of the Eurozone.
The international crisis, unprecedented in its scope
and rapid spread, has steadily damaged the global
economy in the last few years and constituted a risk
for the Group. This diffi cult situation was worsened
by the fi nancial scenario characterised by rising
uncertainty and a rigidity which has made it very
diffi cult to operate.
The Group has faced this situation by adjusting its
equity structure and introducing policies to contain
costs, rethink its commercial policies and increase
prices. The eff ects of the crisis would seem to be more
or less stabilised, although demand continues to
fl uctuate.
The food and beverage industry is highly regulated
and our business could be materially adversely
aff ected by changes in governmental regulation
and legislation or by associated compliance costs.
Moreover, failure to comply with governmental
regulations could result in the imposition of fi nes
or restrictions on operations and remedial liabilities.
The food and beverage industry is highly regulated
by local, national and European legislation
related to nutritional information, food safety and
hygiene, public tenders for placement of vending
machines on public premises and increasingly,
broader public health and diet concerns. For
example, EU Regulation 853/2004 regulates,
among other things, the temperature settings
of vending machines that stock products made
from or containing animal products, such as
meats and cheeses. National legislation mandates,
among other things, the temperatures we must
store certain products. We may also be aff ected
in the future by requirements regarding energy
consumption of our vending machines and the
use of recyclable or biodegradable containers
in connection with our Offi ce Coff ee Service
machines. In addition, diet concerns motivate
certain regulations that aff ect the products we can
off er for sale in our vending machines. France, for
example, only allows vending machines in schools
to stock products such as edible seeds, unsalted
nuts and fruit and vegetables. No confectionery,
chocolates or crisps are allowed and the only
permissible beverages are water, pure fruit juices,
yoghurt and milk drinks, low-calorie hot chocolate,
tea and coff ee. The restrictions placed on the
French market in relation to vending machines in
schools may become more widespread, even in
the private sector. Such restrictions could require
us to stock less profi table products in our vending
machines and/or products that are less appealing
to consumers and generate less revenue. If this
were to occur in France, and/or if such regulations
were to spread to Italy or Spain, then it may have
a material adverse eff ect on our business, fi nancial
condition and results of operations.
In addition, compliance with laws and regulations
requires substantial capital expenditures, and
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failure to comply could result in the imposition
of fi nes and other remedial measures. Any such
costs could adversely aff ect our business, fi nancial
condition and results of operations. Moreover,
applicable laws and regulations could change or
be interpreted diff erently, which could result in
substantially similar risks.
We operate in highly competitive industries, and if
we do not compete eff ectively, we may lose market
share or be unable to maintain or increase prices for
our services.
The market segment of the food and beverage
sector for in-between meals and snacks is highly
competitive. Depending on location, our vending
machines compete with many well-established
cafés, fast-food restaurants, delicatessens, sandwich
shops, take-out and food-delivery service companies,
convenience stores and supermarkets. Our Offi ce
Coff ee Services business competes with cafés,
specialty coff ee retailers and fast-food restaurants.
As a result of this competitive environment, our
suppliers have signifi cant bargaining advantages
because of the multiple channels through which they
can sell and/or distribute their products.
To compete in the highly competitive vending
machine operator market, we intend to continue
investing in both our existing network of vending
machines as well as deploying next-generation
vending machines to expand the our business.
However, as we expand, we may face signifi cant
competition from domestic and overseas players,
particularly in France and Spain where we have
limited market share and geographic coverage.
Certain competitors may have greater capital and
other resources and superior brand recognition than
us and may be able to provide more sophisticated
vending machines or adopt more aggressive pricing
policies. These competitors may be able to undertake
more extensive marketing campaigns, secure the
most advantageous locations for their vending
machines or otherwise make more attractive off ers to
customers and consumers.
Furthermore, we face constraints on our ability to
increase prices in response to competitive pressures
or otherwise.
Additionally, increasing operating costs, including
redevance cost arrangements with certain customers,
may off set improvements on margins that rising
prices might otherwise produce.
Our Coin Service Business involves the movement
of large sums of money, and, as a result, our
business is particularly dependent on our ability to
process and settle transactions securely, accurately
and effi ciently.
Our Coin Service Business, which represented
approximately 4.2% of our revenue for the year
ended December 31, 2012, requires the eff ective
transfer of large sums of money between many
diff erent locations. In the year ended December
31, 2012, we performed coin management,
including collection, packaging and delivery for
approximately Euro 1,000 million equivalent in
coins from both our vending machines and for a
variety of third-party customers, including banks,
large retailers, parking and vending operators,
train and highway stations ticket offi ces and public
authorities. Because we are responsible for large
sums of money that are substantially greater than
the revenue generated, the success of our business
particularly depends upon the effi cient, secure,
and error-free handling of the money. We rely on
the ability of our employees and our operating
systems and network to process these transactions
in a secure, effi cient, uninterrupted and error-free
manner. Transportation of large sums of money
also exposes us to the risk of loss or theft. In the
event of a breakdown, catastrophic event, security
breach, improper operation or any other event
impacting our systems or network or our vendors’
systems or processes, or improper actions taken
by employees, or third parties, we could suff er
fi nancial loss, loss of consumers or the sums
entrusted to us, damage to our reputation.
Our operations could be adversely aff ected if we
are unable to retain key employees.
We depend on certain key executives and personnel
for our success. Our performance and our ability to
implement our strategy depend on the eff orts and
abilities of our executive offi cers and key employees.
Our operations could be adversely aff ected if,
for any reason, a number of these offi cers or key
employees do not remain with us. In the event
that such key personnel choose not to remain with
us, there is a risk that they may join a competing
business. While employment contracts for key
personnel contain non-compete arrangements,
there is no assurance that these arrangements will
be enforceable. Furthermore, there may be a limited
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number of persons with the requisite skills to serve in
these positions and we may be unable to replace key
employees with qualifi ed personnel on acceptable
terms. Our ability to recruit, motivate and retain
personnel is important to our success and there can
be no assurance that we will be able to do so given the
market in which we operate.
We may face labour disruptions that could interfere
with our operations and have a material adverse eff ect
on our business, fi nancial condition and results of
operations.
We currently employ more than 1,650 employees in
Italy and more than 200 employees in each of France
and Spain. In the past, we have been involved in certain
labour disputes related to collective dismissals and
wage disputes.
Although management believes that its relationship
with employees is generally good, there can be no
assurance that there will not be labour disputes and/or
adverse employee relations in the future. Disruptions of
business operations due to strikes or similar measures
by our employees or the employees or any of our
signifi cant suppliers could have a material adverse
eff ect on our business, fi nancial condition and results of
operations.
The concentration of credit risk of a commercial nature
is limited given its vast and diversifi ed customer base.
For this reason, the current provisions for bad and
doubtful debts are considered to be adequate.
Financial Risks:
The Group is exposed to the following normal fi nancial
risks as part of its business activities:
The Group has not made any investments in non-
current fi nancial assets nor in current fi nancial assets
(shares, bonds or atypical securities) such as to require
particular prudence on how to measure the impact
the economic recession and collapse of the fi nancial
markets is having thereon.
Credit risk:
We are exposed to credit risk related to our customers
which may cause us to make larger allowances for
doubtful trade receivables or incur write-off s related to
impaired debts.
As of December 31, 2012, we had approximately
Euro 19.0 million in trade receivables from customers
resulting from sales hot beverage single-use drink pods
(mostly coff ee), cups and stirrers which we provide
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to our Offi ce Coff ee Services customers and typically
invoice our customers at the time of each delivery.
Although we review the credit risk related to our
customers regularly, such risks may be exacerbated by
events or circumstances that are inherently diffi cult to
anticipate or control. While many customers pay their
receivables within 30 to 60 days, we experienced a
35% increase in the amount of trade receivables that
are overdue by 91 days from 2011 to 2012, following
an 8% rise from 2010 to 2011. Our allowance for
impairment was Euro 1.0 million as of December 31,
2012, representing approximately 0.6% of our gross
trade receivables but we cannot guarantee that
these provisions will be suffi cient. The amount of our
provision for bad debts is based on our assessment
of historical collection trends, business and economic
conditions and other collection indicators.
In addition, as of December 31, 2012, we had
approximately Euro 32.8 million in unpaid VAT refunds
due to us from the Italian government. When we
purchase our inventory in Italy, we pay VAT equal to
21% of the purchase price (22% from July 2013). When
consumers purchase items from our vending machines,
however, they pay VAT equal to only approximately 4%,
due to the favourable VAT regime applicable to basic
foodstuff s sold to consumers. Pursuant to applicable
law, the Italian government refunds to us the diff erence
in VAT we pay to purchase inventory and the VAT paid
by consumers. However, these payments have been
signifi cantly delayed and such delays have become
exacerbated in recent years. VAT refunds sometimes
take as long as two years and we have no way of
knowing if such payment periods will be extended
further in the future.
If the macroeconomic conditions in Italy, France and
Spain continue to deteriorate, we cannot assure you
that we will not have to increase our provisions for
impaired debts relating to debts owed to us, which
could have a material adverse eff ect on our business,
fi nancial condition and results of operations.
Liquidity risk:
This is the risk that the Group will not be able to
generate suffi cient cash fl ows from its operations to
cover investments and third party debt. Although
the current bank credit facilities (approximately Euro
34.5 million) are suffi cient to meet its requirements,
given the operating limit agreed with the banks that
provided the senior loan, the Group’s aim is to have
a debt level which enables it to balance average loan
repayments with fl exible and diversifi ed sources of
funding. Accordingly, each group company is free
to negotiate credit facilities (in accordance with
corporate management) and to agree diversifi ed
sources of funding (e.g., loans, fi nance leases, bank
credit facilities, etc.) as long as the covenants of the
loan agreement between the subsidiary IVS Italia
S.p.A. and its lender banks (described earlier) are
respected.
Interest rate risk:
This is the risk related to future cash fl ows from
fi nancing operations at fl oating interest rates. A
change in interest rates aff ects the fair value of
fl oating rate fi nancial assets and liabilities and may
impact a company’s future results. The subsidiary
IVS Italia S.p.A. has agreed a “plain vanilla” IRS for
the largest tranche of the senior loan, eff ective from
12 December 2011.
The Group is also exposed to the following risks of a
non-fi nancial nature:
Legal risks:
The Group is not involved in any signifi cant
legal disputes relative to products sold, unfair
competition or market practices, nor does it have
any related fi nancial obligations.
Fiscal risks:
No new relevant fi scal disputes have arisen as a
result of tax assessments carried out by the fi scal
authorities.
While not constituting a risk in itself, we would
point out that IVS Group S.A. has registered offi ces
in Luxembourg, while its operational headquarters
and centre of main operations are located in
Italy. Consequently, for 2012, but also for 2011, in
accordance with the prevailing OECD doctrine, the
directors believe that the Company is resident for
fi scal purposes in Italy. The Company has therefore
presented a request for interpretation to the Italian
tax authorities (Agenzia delle Entrate – Direzione
Centrale Normativa) regarding the application
of the regulations contained in Article 83, D.P.R.
No. 917 of 22 December 1986 and by Article 1,
Legislative Decree No. 201 of 6 December 2011.
Received the answer from the Italian tax authorities
the company has decided to calculate its tax charge
in accordance with Italian tax legislation applicable
to Italian resident companies.
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SHARES ISSUEDIVS Group S.A. issued share capital is set at Euro
386,892 represented by 41,452,491 shares (the
“Shares”) in registered form, without indication of a
nominal value, all subscribed and fully paid-up, as set
out in the table below:
Class of Shares Numbers of Shares % of total
Class A 38,952,491 93.96%
Class B2 1,250,000 3.02%
Class B3 1,250,000 3.02%
Class of Shares
93.96Class A
3.02Class B3
3.02Class B2
%
IVS Group S.A. thus currently has 41,452,491 Shares
with voting rights attached in issue.
The Class A Shares are listed on the regulated market
of the Milan Stock Exchange (ticker: IVS). None of the
other Shares are listed on any stock exchange.
The Class B2 and B3 Shares are automatically
converted into Class A Shares or redeemed by IVS
Group S.A. in accordance with the conditions set
out in article 8 of the articles of association of the
company (the “Articles”). A copy of the Articles
is accessible at www.ivsgroup.lu / IR section /
Governance / Corporate By-Laws.
Each Share entitles the holder thereof to one vote.
All Shares carry equal rights as provided for by
Luxembourg law and as set forth in the Articles
including rights to receive dividends (if declared) or
liquidation proceeds.
IVS Group S.A. has also 14,995,500 warrant listed on
the regulated market of the Milan Stock Exchange
(ticker: WIVS).
In accordance with the Luxembourg law of 11
January 2008, as amended (the “Transparency
Law”), holders of voting rights in the Company
are required to notify the Company and the
Luxembourg Commission de Surveillance du
Secteur Financier (CSSF) without undue delay, and
no later than within four trading days, of the level
of their holdings if they reach or pass downwards
or upwards certain thresholds. The thresholds, as
set out in article 8 of the Transparency Law, are 5%,
10%, 15%, 20%, 25%, 33 1/3%, 50% and 662/3% of
the Shares. The notifi cation obligation also applies
in the defi ned cases where a person is entitled to
acquire, dispose of or exercise voting rights as set
out in the article 9 of the Transparency Law.
The Articles do not provide for any voting
restrictions. Shareholder votes are exercisable by
the persons who are shareholders at midnight
on the fourteenth day prior to the date of the
general meeting (the record date) and proxies
must be received in writing by the company prior
to the relevant shareholder meeting as set out
in Luxembourg law and article 10 of the Articles.
Board of Directors approved the adoption of the
rules of functioning of the Shareholders Meeting
through specifi c regulation, whose text is available
on the company’s website, I.R. section / governance
/ documents and policies.
IVS Group S.A. recognizes only one holder per
Share/Warrant.
In accordance with article 28 of the Transparency
Law the exercise of voting rights relating to the
Shares exceeding the fraction that should have
been notifi ed under the respective provisions (as
set out above) is suspended. The suspension of the
exercise of voting rights is lifted the moment the
shareholder makes the relevant notifi cation.
There are no special control rights attaching to any
of the Shares.
As at the date of this management report all of
the Shares are in principle freely transferable.
The Class B2 and B3 are in escrow pursuant some
special rules concerning Founders Share of Italy1.
IVS Partecipazioni S.p.A. has accepted to do not
sell its Shares until the 3rd anniversary of Merger
Agreement signed with Italy1 and Italy1’s Founders.
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The details of shareholders holding 5% of the Shares
or more as notifi ed to the company are published
under “Shareholders’ Structure” on the “Investor
Relations” page at www.ivsgroup.lu.
The current major shareholders known to
the Company is IVS Partecipazioni S.p.A. with
No.23.046.739 Class A Shares (55,60%).
IVS Group S.A. holds (as at December 31, 2012)
3,199,011 treasury shares deriving from the
redemption of certain shareholders in connection
with the Merger. The shares were redeemed at the
price - determined in accordance with the statutory
provisions of Italy1 - of Euro 9.9157 each.
IVS Group S.A. received on November 16, 2012 an
irrevocable off er to purchase 344,483 shares held
in treasury by IVS Partecipazioni S.p.A. at a price of
Euro 9.35 each. IVS Group S.A. accepted the off er
and executed the sale during the month of February
2013. The quotation of the shares during the period
between the months of November 2012 and
February 2013 was signifi cantly lower than the price
as above off ered and agreed.
IVS Partecipazioni S.p.A., in accordance with the
agreements made in the Merger Agreement,
obtained from the owners the option to purchase,
at the acquisition value, 50% of the B2 and B3 shares
held by the Founder Shareholders within 15 days of
their potential release from the escrow account.
CORPORATE GOVERNANCEThe appointment and replacement of board
members are governed by Luxembourg law and
article 9.1 of the Articles. The Articles are amended in
accordance with Luxembourg law and article 10.2(viii)
of the Articles.
The board of directors is vested with the broadest
powers to take any actions necessary or useful to fulfi l
the company’s corporate object, with the exception
of the actions reserved by law or by regulation or the
Articles to the general meeting of shareholders.
The board of directors of the company is authorized,
during a period of fi ve years starting on 2 November
2010 to issue class A Shares, but no class B Shares,
and to grant options or warrants to subscribe for class
A Shares, to such persons and on such terms as they
deem fi t (and in particular to execute such issuances
without reserving for the existing shareholders a
preferential right to subscribe to the Shares issued).
In accordance with the Articles the general
shareholders’ meeting held on April 12nd 2012 set
the number of members of the Board of Directors
for the three-year period 2012-2014 at thirteen (13).
At the date of this report, the Board of Directors
consisted of thirteen directors, four of whom are
executive directors, six of whom are non-executive
directors and three non-executive independent
director. Their terms are set to expire with the
approval of the fi nancial statements for the year
ended on 31 December 2014.
The four executive directors are Cesare Cerea,
Massimo Trapletti, Massimo Paravisi and Antonio
Tartaro.
In addition, Board of Directors, at its session of
May 16th 2012, during the process of delegating
authority and granting the associated powers of
representation to individual directors, resolved
- to appoint as Chairman, Cesare Cerea;
- to appoint ad deputy chairman, Vito Gamberale
and Paolo Covre;
- to appoint as Chief Executive Offi cer (CEO),
Massimo Paravisi and Massimo Trapletti;
- to appoint as Chief Financial Offi cer (CFO) and
board secretary, Antonio Tartaro;
- to recognize as independent board member,
Gian Maria Gros-Pietro, Luigi De Puppi, Mariano
Ermanno Frey;
- to grant Chairman of the Board of Directors,
Cesare Cerea, all powers of ordinary and
extraordinary administration, along with the
associated powers of representation with
single signing authority, along with the power
to delegate third parties to hold the powers
of ordinary and extraordinary administration
conferred upon them by issuing special powers
of attorney;
- to grant to the two co-CEO, Massimo Paravisi
and Massimo Trapletti, all powers of ordinary
and extraordinary administration, along with
the associated powers of representation, to be
exercised separately between them and with
single signing authority within certain amount
limits, with combined signing without any limits,
along with the power to delegate third parties,
separately between them, to hold the powers
of ordinary and extraordinary administration
conferred upon them by issuing special powers of
attorney;
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- to grant to CFO, Antonio Tartaro, certain powers
related to fi nancial and operative activity of the
company with single signing authority within
certain amount limits and with combined signing
with one of the two CEO without limit;
- to appoint as Audit and Risk Committee members,
Paolo Covre, Luigi De Puppi and Mariano Ermanno
Frey;
- to appoint as Nominee and Compensation
Committee member, Paolo Covre, Gian Maria Gros-
Pietro and Mariano Ermanno Frey.
INTERNAL CONTROL SYSTEMThe Board of Directors is liable and responsible for the
internal control of the Company.
The Board shall defi ne the guidelines for the internal
control and the management of the business risks
and periodically verify their adequacy and eff ective
operations with the cooperation of the Internal
Control Committee.
The Board of Directors, with the assistance of the
internal control committee:
a) defi nes the guidelines of the internal control
system, so that the main risks concerning the
Company and its subsidiaries are correctly
identifi ed, as well as adequately measured,
managed and monitored, determining,
moreover, the criteria for determining whether
such risks are compatible with a sound correct
management of the Company;
b) identifi es an executive director (usually, one
of the managing directors) for supervising the
functionality of the internal control system;
c) evaluates, on an annual basis, the adequacy,
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eff ectiveness and actual functioning of the internal
control system;
d) describes, in the report on corporate governance,
the essential elements of the internal control
system, expressing its evaluation on the overall
adequacy of the same.
The Internal Control Committee meets on a regular
basis and is responsible for ensuring the adequacy of
the Company procedures with respect to effi ciency
and eff ectiveness and guaranteeing the reliability
and the correctness of the fi nancial information in
compliance with the law in force. The meetings of
the Internal Control Committee shall be transcribed
and placed on record by the secretary designated by
the said Committee. Moreover, the Internal Control
Committee is in charge of (i) supporting the Board
of Directors in its activities which of ensuring that
the principal corporate risks are identifi ed, managed
and monitored adequately, and supervising the
audit function’s implementation of the guidelines
issued by the Board; (ii) analysing the guidelines
and assessing the annual audit plan prepared by the
audit, receiving periodical reports, and if necessary
may ask for specifi c audits to be conducted outside of
the annual audit plan; and (iii) examining the criteria
and methods adopted for choosing an Auditing Firm
and inspecting its work and the results set out in the
report(s) and letter(s) of recommendation, if any.
The Internal Control Committee systematically (and
in any event at least every six months in occasion of
the approval of the half-year report and of the yearly
accounts) reports to the Board of Directors on the
activities carried out as well as on the adequacy of the
internal control system.
The Audit and Risk Committee has powers
and functions equivalent to those set forth by
Luxembourg law of 18 December 2009.
Compliance with Legislative Decree No. 231 of 8
June 2001 Legislative Decree No. 231 of 8 June 2001
(hereinafter ‘Decree 231’) established administrative
liability for companies and entities as a result of
certain crimes set forth in the Italian Criminal Code
(such as crimes against the public administration,
corporate crimes, market abuse, etc.) incurred and
prosecutable in Italy by persons in senior positions or
other employees in the interests or for the benefi t of
that company or entity.
However, Decree 231 provides for a specifi c form
of exemption from such liability if the company or
entity has:
• adopted and eff ectively implemented an
appropriate compliance programme that aims
to develop an organic, structured system of
procedures, rules and controls to be conducted
both in advance and after the fact in order to reduce
and prevent the risk of commission of the various
types of crimes to a material extent, in particular
by identifying and drafting a procedure for each
of the sensitive activities identifi ed as most at risk
of crime as set out in the Italian Penal Code (the
‘Organization, Management and Control Model’ or
‘Model’); and
• entrusted responsibility for supervising the
functioning and observance of the Model, as well
as for updating the Model, to a specifi c body of
the entity (the ‘Supervisory Board’) endowed with
autonomous powers of initiative, control and
spending authority.
In voluntary application of Decree 231, the main
operative company of the Group, IVS Italia S.p.A.,
IVS Group Holding S.p.A. and, after the Merger, IVS
Group S.A. therefore formally adopted a Model and
implemented specifi c operational procedures for
preventing the commission of off ences by resolution
of the Board of Directors of 29 May 2008.
The Board of Directors, in the meeting dated May
16th 2012 also approved and adopted the Code of
Conduct, which sets forth the fundamental ethical
principles to which IVS Group S.A. conforms and
with which directors, statutory auditors, employees,
consultants, partners and, generally, all those who act
in the Company’s name and on its behalf are required
to comply, as well as appointing the Supervisory
Board, charged with the following duties:
• supervising the eff ectiveness of the Model, putting in
place control procedures for specifi c actions or acts
carried out by IVS Group S.A., while also coordinating
with the other corporate functions in order to
implement better monitoring of activities at risk;
• periodically reviewing the effi ciency and adequacy
of the Model, ascertaining that the elements
provided in the special parts for the various types
of crimes are adequate for the requirements of
observance of the provisions of Decree 231 and
identifying corporate activities in order to update
the map of activities at risk;
• evaluating the advisability of updating the Model
when necessary to update it in relation to corporate
requirements or conditions; and
• ensuring the required information fl ows, in part by
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promoting suitable initiatives to raise awareness
and improve understanding of the model and
cooperating in drawing up and supplementing
internal rules.
IVS Group S.A.’s Supervisory Board is collegial in form
and consists of three members appointed following
due assessment and consideration of the following
requirements established for such function by Decree
231: autonomous power of initiative, independence,
professionalism, consistency of action, absence
of confl icts of interest and integrity. All current
members, appointed by the Board of Directors on
May 16th 2012, will remain in offi ce until the approval
of the fi nancial statements for the year ending
December 31st 2014.
INDEPENDENT AUDITORSThe general meeting of the shareholders held
on April 12nd 2012 resolved to engage to act
as independent auditors of the statutory and
consolidated fi nancial statements for the year 2012
conferred upon the fi rm Ernst & Young Luxembourg
S.A. as stated in their reports appearing elsewhere
herein and thus set to expire on the date of the
general meeting of the shareholders to be convened
to approve the fi nancial statements of the year
ending December 31st 2012.
SIGNIFICANT EVENTS AFTER THE PERIOD END AND FORECASTS FOR THE REMAINDER OF THE YEAR The Board of Directors of the Company, in
consultation with the directors of the subsidiary IVS
Italia S.p.A., has updated the Group’s long-term plan.
This plan was then used as the basis for establishing
the recoverable amount of the assets recorded in
the fi nancial statements and consolidated fi nancial
statements.
While recognising the uncertainties inherent in
a business development plan, the Board thus
considered that the underlying assumptions
necessary to the successful continuation of the
company were reasonably sustainable. These
assumptions, then, were refl ected in the assessment
of the recoverable amount of the assets recorded
in the fi nancial statements of the Group and of the
Company.
The company has initiated the activities preparatory to
satisfying the requirements that will enable it to request
the Italian Stock Exchange to move the listing of Class A
Shares from the MIV segment of the MTA market.
No signifi cant events have occurred after December
31, 2012 and no particular changes are expected in
the coming months.
In particular, all available steps are being taken to
increase the average sales prices. On the other hand,
it is reasonable to expect, safe major changes caused
by the current economic crisis, that vends shall
continue to marginally decrease.
FURTHER INFORMATIONNo loans were granted or guarantees given to the
members of the Board of Directors or of other organs
of the Group during the fi nancial year, nor are any
shown to be in existence at the end thereof.
CONCLUSIONSShareholders,
We trust that we have provided a suffi ciently detailed
explanation of the Company and Group position as at
31 December 2012, and of its operating performance.
We therefore invite you to approve the fi nancial
statements, by carrying forward the loss of the
period, of Euro 1.499.575
We would remind you that the approval of
these fi nancial statements will have the eff ect of
discharging the auditing fi rm from its associated
duties. Consequently we invite you to approve
the appointment of auditors to audit the fi nancial
statements and consolidated fi nancial statements for
the year 2013.
We thank you for your confi dence in us, and invite
you to approve the fi nancial statements as presented.
Seriate, Italy, March 15, 2013
For the Board of Directors
Chairman
Mr. Cesare Cerea
Management Certifi cation
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Management Certifi cation
We confi rm, to the best of our knowledge, that:
1. the consolidated fi nancial statements prepared in conformity with International Financial Reporting
Standards, included in this annual report, give a true and fair view of the assets, liabilities, fi nancial position
and profi t or loss of IVS Group S.A. and its consolidated subsidiaries, taken as a whole;
2. the annual accounts prepared in accordance with Luxembourg legal and regulatory requirements,
included in this annual report, give a true and fair view of the assets, liabilities, fi nancial position and profi t
or loss of IVS Group S.A.; and
3. the consolidated management report, which has been combined with the management report for IVS
Group S.A., included in this annual report, gives a fair review of the development and performance of the
business and the position of IVS Group S.A., or IVS Group S.A. and its consolidated subsidiaries, taken as a
whole, as applicable, together with a description of the principal risks and uncertainties they face.
Massimo Paravisi
Chief Executive Offi cer
March 15, 2013
Antonio Tartaro
Chief Financial Offi cer
March 15, 2013
Consolidated Financial Statements
as of December 31, 2012
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IndependentAuditor’s Report on Consolidated
Financial Statements
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Financial StatementsSchedules
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Financial Statements SchedulesCONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in thousands of Euro) Note 31-Dec-12 31-Dec-11
ASSETS Restated*
Non-current assets
Intangible assets 10 48,337 9,726
Goodwill 11 314,794 295,928
Property, plant and equipment 12 150,588 139,976
Equity Investments 13 5,552 5,547
Non-current fi nancial assets 14 9,487 13,203
Deferred tax assets 24 10,956 4,897
Other non-current assets 274 332
TOTAL NON-CURRENT ASSETS A 539,988 469,609
Current assets
Inventories 15 19,194 16,313
Trade receivables 16 19,047 14,088
Tax assets 17 2,498 349
Other current assets 18 41,397 30,397
Current fi nancial assets 14 4,810 13,100
Cash and cash equivalents 19 28,817 36,127
TOTAL CURRENT ASSETS B 115,763 110,374
TOTAL ASSETS A+B 655,751 579,983
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity
Share capital 21 387 64,002
Share premium reserve 354,650 2,498
Other reserves 7,740 3,015
Treasury shares (31,720) -
Retained earnings / (losses) (21,746) (19,884)
Net profi t (loss) for the year (15,422) 2,684
SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT 21 293,889 52,315
Share capital and reserves attributable to non-controlling interests 2,913 6,488
Net profi t/(loss) for the year attributable to non-controlling interests 1,272 915
SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 4,185 7,403
TOTAL SHAREHOLDERS’ EQUITY C 21 298,074 59,718
Non-current liabilities
Due to Bond holders - 134,290
Non-current fi nancial liabilities 25 113,682 159,402
Employee benefi ts 22 6,729 5,531
Provisions for risks and charges 23 814 506
Deferred tax liabilities 24 20,906 8,756
Other non-current liabilities 5 9,531 -
TOTAL NON-CURRENT LIABILITIES D 151,662 308,485
Current liabilities
Due to Bond holders 25 8,083 -
Current fi nancial liabilities 25 79,906 129,241
Derivative fi nancial instruments 26 10,245 3,897
Trade payables 68,608 61,365
Tax liabilities 17 2,580 826
Other current liabilities 28 36,593 16,451
TOTAL CURRENT LIABILITIES E 206,016 211,780
TOTAL LIABILITIES F=D+E 357,677 520,265
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES C+F 655,751 579,983
* Some amounts reported in this column do not match those of the 2011 fi nancial statements since they mirror the adjustments detailed in note 2
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CONSOLIDATED INCOME STATEMENT
(in thousands of Euro) Note 31-Dec12 31-Dec-11
Restated*
Revenue from sales and services 30 286,029 271,393
Other revenues and income 31 11,768 6,973
Total revenues 9 297,796 278,366
Cost of raw materials, supplies and consumables 32 (73,672) (71,684)
Cost of services 33 (36,798) (30,550)
Personnel costs 34 (85,230) (81,726)
Other operating income / (expenses), net 35 (40,799) (34,686)
Gains / (losses) from disposal of fi xed assets, net 36 966 606
Other non-recurring income / (expenses) 36 (29,954) (2,185)
Depreciation and amortisation (38,282) (35,565)
Operating profi t / (loss) (5,973) 22,576
Financial expenses 37 (11,098) (14,036)
Financial income 37 1,119 744
Foreign exchange diff erences and variations in derivatives fair value, net 26 1,921 115
Result of companies valued at net equity 38 51 127
Profi t / (loss) before tax (13,980) 9,525
Income taxes 39 (170) (5,926)
Net profi t/(loss) for the year (14,150) 3,599
Net profi t/(loss) for the year attributable to non-controlling interests 1,272 915
Net profi t/(loss) for the year attributable to owners of the parent (15,422) 2,684
Earnings per share (in Euros)
Base 40 (0.55) 0.36
Diluted 40 (0.55) 0.36
* Some amounts reported in this column do not match those of the 2011 fi nancial statements since they mirror the adjustments detailed in note 2
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in thousands of Euro) 31-Dec-12 31-Dec-11
Restated*
Profi t for the period (14,150) 3,599
Items of other comprehensive income
Net fair value losses on hedging derivatives 766 (297)
Tax impact (211) 82
Actuarial Gain/Loss IAS 19 (872) (49)
Tax impact 240 13
Total income (loss) in the statement of comprehensive income, net of taxes (14,227) 3,348
Parent’s shareholders (15,440) 2,433
Minority shareholders 1,213 915
* Some amounts reported in this column do not match those of the 2011 fi nancial statements since they mirror the adjustments detailed in note 2
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CO
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fav
ou
r o
f th
e s
ha
reh
old
ers
of
IVS
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up
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old
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S.p
.A.
21
22
19
,78
8(2
20
,00
0)
--
-
Re
cla
ssifi
ca
tio
n o
f th
e s
ha
re c
ap
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l of
IVS
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up
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ldin
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.p.A
.(1
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7)
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--
Tota
l e
ff e
ct f
rom
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n(1
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,72
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9,4
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,51
0-
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Exe
rcis
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f w
arr
an
ts 2
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2
Pay
me
nt
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s
-(1
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)(1
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un
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gs
1(8
)(7
)3
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lan
ce a
t D
ece
mb
er
31
, 20
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,65
0(3
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1,7
46
)(1
,66
1)
(15
,42
2)
29
3,8
89
4,1
85
29
8,0
74
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CO
NS
OL
IDA
TE
D S
TA
TE
ME
NT
OF
CH
AN
GE
S I
N C
ON
SO
LID
AT
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SH
AR
EH
OL
DE
RS
’ EQ
UIT
Y A
S O
F 3
1.1
2.1
1
RE
ST
AT
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*
Sh
are
ho
lde
rs’ e
qu
ity
of
IVS
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up
(in
th
ou
san
ds
of
Eu
ro)
Sh
are
Ca
pit
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are
p
rem
ium
re
serv
eT
rea
sury
sh
are
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the
r ca
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rve
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Re
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arn
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s/(l
oss
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ug
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ard
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or
cash
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w
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dg
es
Ne
t in
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e /
(lo
ss)
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the
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l
Att
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to
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s
Tota
l S
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reh
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lan
ce a
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ary
1st
, 2
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16
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2,4
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5,2
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,19
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,34
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5,3
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,23
8
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t in
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e (
loss
)5
,34
5(5
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5)
--
--
Ne
t in
com
e f
or
the
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d2
,68
42
,68
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e(3
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5)
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25
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(25
1)
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l co
mp
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nco
me
/(lo
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)(2
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,68
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,43
39
15
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48
--
-
Eff
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f B
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ss C
om
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s:-
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- C
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ss C
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52
Ba
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31
, 20
11
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,00
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5,2
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8
* So
me
am
ou
nts
rep
ort
ed in
th
is c
olu
mn
do
no
t m
atc
h t
ho
se o
f th
e 2
01
1 fi
na
nci
al s
tate
men
ts s
ince
th
ey m
irro
r th
e a
dju
stm
ents
det
aile
d in
no
te 2
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CONSOLIDATED STATEMENT OF CASH FLOWS
31-Dec-12 31-Dec-11
A) Cash fl ows from operating activities Restated*
Profi t (Loss) before tax (13,980) 9,525
Adjustments for:
Undistributed profi t (loss) of equity-accounted investees (51) (50)
Amortisation, depreciation and impairment losses 37,712 34,948
Non-recurring costs of reverse asset acquisition 25,476 -
(Gains)/losses on disposal of non-current assets (966) (606)
Changes in employee benefi ts and other provisions 324 (374)
Reversal of fi nancial expense 8,013 13,215
Cash fl ows from operating activities before tax, fi nancial income/expense and change in working capital: 56,528 56,657
Changes in working capital (19,721) 4,363
Cash fl ows from operating activities before tax and fi nancial income/expense: 36,807 61,020
Net fi nancial expense paid (10,749) (9,460)
Tax paid (5,907) (3,617)
Total A) 20,151 47,943
B) Cash fl ows from investing activities:
Investments in non-current assets:
Intangible assets (1,720) (605)
Property, plant and equipment (34,038) (36,575)
Payments for property, plant and equipment acquired in previous years 8,061 (7,781)
Business acquired (5,353) (1,823)
Aquisition of subsidiaries, net of cash (27,462) (5,433)
Total investments (60,512) (52,217)
Proceeds from disposal of net non-current assets 4,210 2,284
Total divestitures 4,210 2,284
Change in consolidation scope (43) -
Total B) (56,345) (49,933)
C) Cash fl ows from fi nancing activities: 0
Proceeds from non-current loan 19,002 64,944
Repayment of non-current loan liabilities (222,337) (20,076)
Changes in current fi nancial liabilities (21,956) (14,108)
Changes in fi nancial assets 12,613 (4,360)
Changes in consolidation (8,209) 410
Share capital increase 130,705 -
Share capital increase realised by means of reverse asset acquisition 119,066 -
Total C) 28,884 26,810
D) Exchange rate diff erences and other variations:
E) Change in cash and cash equivalents (A+B+C+D): (7,310) 24,820
F) Opening cash and cash equivalents: 36,127 11,307
Closing cash and cash equivalents (E+F) 28,817 36,127
* Some amounts reported in this column do not match those of the 2011 fi nancial statements since they mirror the adjustments detailed in note 2
Explanatory Notes to the Financial Statements
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Explanatory Notes to the Financial Statements
CORPORATE INFORMATION
IVS Group S.A. is a public limited company constituted under Luxembourg law on 26 August 2010 and
registered on the Luxembourg Companies Register with the number B155.294. In the third quarter of the
year, the company moves its registered offi ces to 2A, Rue Jean-Baptiste Esch, L-1473, where it is currently
based. The shares of IVS Group S.A. are listed on the Italian stock market (“MIV” segment). The name of the
Company was changed on 16 May 2012, as this company was previously named Italy1 Investment S.A..
The publication of the consolidated fi nancial statements for the period ended on December 31, 2012 was
authorised by the Board of Directors’ resolution of March 15, 2013.
IVS Group S.A. controls, directly and indirectly, a number of companies that operate in the vending market, i.e.,
in the sale of products through automated and semi-automated vending machines installed at unattended
points of sale (businesses, schools, hospitals, railway stations and other public places). These machines operate
24 hours a day and consumers purchase products through the introduction of coins, banknotes, prepaid cards
and other means of payment). The Group also controls the Coin Group, which core business is the counting of
coins for third parties, cash-in-transit services, collection and distribution of coins (coin management).
OTHER INFORMATION
IVS Group S.A. is the company which emerged from the merger between IVS Group Holding S.p.A., an Italian
company with registered offi ces in Seriate (Bergamo, Italy) parent company of the IVS Group, and Italy 1
Investment S.A. (Luxembourg).
The IVS Group is one of the leading vending machine operators in Italy: as detailed in the Company’s annual
report and from the fi gures published by the Italian association of vending sector companies, Confi da,
IVS is the most important operator in Italy with a market share of 11% (based on 2011 fi gures ) in a highly
fragmented market, and is the third largest operator at European level.
Italy represents IVS’s principal market, nevertheless it is also present on the French and Spanish markets with
sales for the year ended 31 December 2012 in these markets representing approximately 8.4% and 5.1% of
the Group’s total turnover respectively net of the Coin business.
With over 40 years of experience, the IVS Group is the only operator to cover the whole territory of Italy.
The Company has more than 144,000 automatic vending machines of all types located in offi ces, institutions
and other public areas.
On 2 March 2012, the Board of Directors of IVS Group Holding S.p.A. proposed a merger with Italy1
Investment SA, a Special Purpose Acquisition Company (SPAC) constituted under Luxembourg law on
26 August 2010, for the purposes of acquiring an operative commercial company through a merger, a share
exchange, a share purchase, asset acquisition, a reorganisation or a similar transaction.
On 12 April 2012 the extraordinary shareholders’ meetings of IVS Group Holding SpA and of Italy1 Investment
S.A., approved the merger, with eff ect starting from the publication of minutes of the extraordinary
shareholders’ meetings in the Offi cial Gazette of Luxembourg on 16 May 2012. As a result of the merger, the
sole shareholder of IVS Group Holding S.p.A (IVS Partecipazioni S.r.l., now a S.p.A.) received No. 22,702,256
Class “A” shares of Italy1 Investment S.A..
On that same date IVS Group Holding S.p.A. was therefore incorporated from a legal point of view into Italy1
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Investment S.A., with the latter company being the incorporating company, which changed its name to IVS Group S.A..
These operations have in substance, determined a reverse acquisition of Italy1 Investment S.A. by IVS Group
Holding S.p.A. on 16 May 2012, given that the shareholders of IVS Group Holding S.p.A. received the de facto
control of Italy1 Investment S.A. and likewise the directors of IVS Group Holding S.p.A. became the directors
of Italy1 Investment S.A..
Following a detailed analysis of the terms and conditions of the agreement stipulated between Italy1
Investment S..A. and IVS Group Holding S.p.A., the directors have concluded that this operation represents
a reverse asset acquisition rather than a business combination as defi ned by IFRS 3. Consequently, the
operation has been treated as a recapitalisation of the Group using the accounting principles for the
recording of reverse acquisitions established by IFRS 3. Therefore the consolidated fi nancial statements have
been prepared as if the IVS Group has acquired the net assets of Italy1 Investment S.A. and of its subsidiary,
and not vice versa as was actually the case from a legal and formal point of view.
In line with the treatment as a reverse asset acquisition, the comparative fi gures shown in the fi nancial
statements and in the explanatory notes do not correspond to those of Italy1 Investment S.A., but rather to
those of the consolidated fi nancial statements of IVS Group Holding S.p.A..
The component of cost which had the greatest negative impact on the economic result for the period relates
to the eff ects of recording the merger operation between Italy1 Investment S.A. and IVS Group Holding S.p.A.
already described above and detailed below.
It should be noted that the IFRS accounting standards do not specifi cally contemplate the business
combination operation between an operating company (IVS Group Holding S.p.A.) and a SPAC (Italy1
Investment S.A.). The application and interpretation adopted by the Group, in accordance with IAS 8, is based
on a combination of the requirements of IFRS 2 relative to share-based payments and that currently required
by IFRS 3 relative to reverse acquisitions. This treatment, which is in line with the current practice, entailed the
recording in the income statement of the period of a charge equivalent to the diff erence between the
fair value of the net equity of Italy1 Investment S.A. (prior to the acquisition) and the fair value of the
instruments representative of the issued capital. The decision to adopt the abovementioned accounting
treatment derives from the fact that the accounting standard IFRS 3 “Business Combinations” was not
considered to be applicable; reference should be made to note 21 for further technical details of the
accounting treatment adopted for this operation.
Lastly, it should be noted that the matter has been brought to the attention of the IFRS Interpretation
Committee on 10 July 2012. Therefore the accounting method adopted for the merger by incorporation of
IVS Group Holding S.p.A. into Italy1 Investment S.A. (now IVS Group S.A.) could be subject to change in light
of the possible future pronouncements of the above-mentioned body.
For further information relative to the accounting treatment of the reverse asset acquisition, reference should
be made to note 21 regarding shareholders’ equity.
ACCOUNTING POLICIES
1 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
The Group’s consolidated fi nancial statements have been drawn up under the International Financial
Reporting Standards (IFRS) approved by the European Union.
The consolidated fi nancial statements have been drawn up in accordance with the historical cost principle,
except for derivative fi nancial instruments which are measured at fair value. The consolidated fi nancial
statements are presented in Euro, which is also the functional currency, and all fi gures are rounded off to full
thousands of Euro except as otherwise specifi ed.
The Group adopted the following criteria in the preparation of its fi nancial statements:
- assets and liabilities are classifi ed as current or non-current in the statement of fi nancial position. Current
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assets, which include cash and cash equivalents, are those that will be realised, sold or used in the Group’s
ordinary operating cycle. Current liabilities are those that will be extinguished within the Group’s ordinary
operating cycle or in the twelve months after the reporting date;
- expenses are presented based on their nature in the income statement;
- with reference to the statement of comprehensive income, the Group chose to adopt two separate
schedules: an income statement presenting the traditional items forming the profi t or loss for the period
and the statement of comprehensive income that begins with the profi t or loss for the period and details
the other items of comprehensive income that were previously presented only in the statement of changes
in equity, i.e., variations in the fair value of derivatives;
- the statement of cash fl ows is presented using the indirect method.
2 CHANGES IN ACCOUNTING POLICIES AND INFORMATION NOTE
IAS 19 - Employee benefi ts
The Group has changed its accounting policy for the recognition of actuarial gains and losses related to
defi ned benefi t plans by adapting its policy in advance to the amendments to IAS 19 (2011), mandatorily
applicable as from 1st January 2013. In the past, the Group recognised actuarial gains and losses entirely in
the income statement of the year in which these accrued.
In 2012 the Group decided to change this accounting policy so as to recognize actuarial gains and losses in
the statement of comprehensive income in the period in which these arise since it believes that this policy
is more consistent with practice in the fi eld. These changes have been applied retrospectively in accordance
with IAS 8 Accounting policies, Changes in accounting estimates and errors, with the consequent restatement of
disclosure for the previous year.
As a result of the voluntary change in the accounting policy, the following adjustments to the fi nancial
statements were made:
At December 31, 2011:
Charges for employee benefi ts (according to the previous accounting policy) reclassifi ed in the statement of
comprehensive income: EUR 49 thousand.
Net cost recognized in the statement of comprehensive income: EUR 36 thousand.
Net decrease in income tax: EUR 13 thousand.
Net increase in income, net of taxes: EUR 36 thousand.
At December 31, 2012:
Costs for employee benefi ts (according to the previous accounting policy) reclassifi ed in the statement of
comprehensive income: EUR 873 thousand.
Net cost recognized in the statement of comprehensive income: EUR 632 thousand.
Net decrease in income tax: EUR 241 thousand.
Net increase in income, net of taxes: EUR 632 thousand.
The eff ect on the earnings per share was thus below EUR 0.01 and equal to EUR 0.02 for 2011 and 2012, respectively.
In addition, compared to the previous year, the following items were reclassifi ed to provide information
comparable with that of 2012:
- In “Non-current fi nancial assets”, we included EUR 11,000 thousand related to non-current bonds, previously
recorded under the heading “Other non-current assets”.
- In “Current fi nancial assets” we included EUR 13,000 thousand related to current bonds, previously recorded
under the heading “Other current assets”.
- In “Non-current fi nancial assets”, we included EUR 2,203 thousand related to non-current loans and
receivables, previously recorded under the heading “Equity investments and loans and receivables”.
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- In “Non-current fi nancial liabilities” we included EUR 11,590 thousand previously recorded under the
heading “Liabilities towards shareholders for loans”.
- In “Revenue from sales of goods” we included EUR 6,765 thousand related to core revenues generated by
the Coin division and previously recorded under the heading “Other income and revenues”.
Amendments and new standards and interpretations
The accounting standards adopted in the preparation of the consolidated fi nancial statements are
consistent with those utilised in the preparation of the consolidated fi nancial statements as of
31 December 2011 of IVS Group Holding S.p.A. and of Italy1 Investment S.A., with the exception of the
adoption as from 1st January 2012 of the following new standards, of amendments to existing standards
in force and of interpretations:
• IAS 12 - Deferred taxation: recovery of underlying assets
The amendment clarifi es the determination of deferred tax on investment property measured at fair value.
This amendment introduces a rebuttable presumption that the carrying value of an investment property,
measured using the fair value model foreseen by IAS 40, will be recovered through sale and that, consequently,
the relative deferred tax asset should be valued on a sale basis. This presumption is rebutted if the investment
property is depreciable and is held with the objective to consume substantially all of the economic benefi ts
embodied in the investment property over time, rather than realise these benefi ts through sale.
The amendment becomes eff ective for annual periods beginning on or after January 1st, 2012. The
amendment did not have any impact on the Group’s fi nancial position or fi nancial performance or disclosure.
• IFRS 1 - Severe hyperinfl ation and removal of fi xed dates for fi rst time adopters
The IASB has provided guidelines on how an entity should resume presentation of its IFRS fi nancial
statements when its functional currency is no longer subject to severe hyperinfl ation. The amendment
becomes eff ective for annual periods beginning on or after July 1st, 2011. The amendment did not have any
impact on the Group.
• IFRS 7 - Disclosures - Enhanced derecognition disclosure requirements
The amendment requires additional disclosure about assets that have been transferred but not derecognised
to enable users of the fi nancial statements to understand the relationship with those assets that have not
been derecognised and their associated liabilities. The amendment requires disclosures about continuing
involvement in derecognised assets to enable users to evaluate the nature of, and risks associated with, the
entity’s continuing involvement in those derecognised assets. The amendment becomes eff ective for annual
periods beginning on or after July 1st, 2011. The Group has no similar asset so there was no impact on the
Group’s fi nancial statements.
The above amendments have had no impact on the Group’s accounting policies, its fi nancial position or its
results for the period.
Standards and interpretations issued but not yet eff ective up to the date of preparation of the Group’s
consolidated fi nancial statements are listed below. The Group intends to adopt these standards when they
become eff ective.
IAS 1 “Presentation of fi nancial statements - Presentation of items of other comprehensive income”
The amendments to IAS 1 change the grouping of items presented in the components of other comprehensive
income. Items that could be reclassifi ed (or “recycled”) to profi t or loss at a future point in time (for example,
the net profi t on the hedging of net investments, exchange rate diff erences of foreign fi nancial statements, the
net profi t for cash fl ow hedges and the net profi t/loss arising from available-for-sale fi nancial assets) would be
presented separately from items that will never be reclassifi ed (for example, the actuarial profi t/loss on defi ned
benefi t plans and the revaluation of land and buildings). The amendment aff ects presentation only and has
no impact on the Group’s fi nancial position or fi nancial performance. The amendment becomes eff ective for
annual periods beginning on or after July 1st, 2012.
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IAS 19 (2011) “Employee benefi ts”
The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as
removing the corridor approach and the concept of expected returns on plan assets to simple clarifi cations
and re-wordings. In this fi nancial year, the Group has changed voluntarily its accounting policies to recognize
actuarial gains and losses as items of other comprehensive income. The amendment and has no impact on
the Group’s fi nancial position or fi nancial performance. The amendments become eff ective for annual periods
beginning on or after January 1st, 2013.
IAS 28 (2011) “Investments in associates and joint ventures” (revised in 2011)
As a consequence of the new IFRS 11 Joint arrangements and IFRS 12 Disclosure of interests in other entities,
IAS 28 has been renamed and describes the application of the equity method to investments in joint
ventures in addition to associates. The amendments become eff ective for annual periods beginning on or
after January 1st, 2013.
IAS 32 “Off setting fi nancial assets and liabilities - Amendments to IAS 32”
These amendments clarify the meaning of “currently has a legally enforceable right to set-off ”.
These amendments also clarify the application of the IAS 32 off setting criteria to settlement systems (such as
central clearing house systems) which apply gross settlement mechanisms that are not simultaneous.
These amendments should not have an impact on the Group’s fi nancial position or its results for the period.
They become eff ective for annual periods beginning on or after January 1st, 2014.
IFRS 1 “Government Loans - Amendments to IFRS 1”
This amendment requires fi rst time adopters to apply the requirement in IAS 20 Accounting for government
grants and disclosure of government assistance prospectively to loans entered into on or after the date
of transition to IFRS. If the entity obtained the information necessary to apply the requirements to a
government loan as a result of a past transaction at the time of initially accounting for that loan, it may
choose to apply IAS 39 and IAS 20 retrospectively to that loan. The exemption will give fi rst-time users the
benefi t of not having to measure government loans retrospectively with a below-market rate.
The amendment becomes eff ective for annual periods beginning on or after January 1st, 2013.
The amendment did not have any impact on the Group.
IFRS 7 “Disclosures - Off setting fi nancial assets and liabilities - Amendments to IFRS 7”
These amendments require entities to disclose rights of set-off and related arrangements (for example
guarantees). These disclosures will provide users with information that is useful in evaluating the eff ect
of netting arrangements on the entity’s fi nancial position. The new disclosure is required for all fi nancial
instruments that are off set in accordance with IAS 32 Financial instruments: Presentation. The disclosure is
required also for fi nancial instruments that are subject to executive master netting agreements or similar
arrangements, regardless of their being off set in accordance with IAS 32. These amendments should not have
an impact on the Group’s fi nancial position or its results for the period. They become eff ective for annual
periods beginning on or after January 1st, 2013.
IFRS 10 “Consolidated fi nancial statements”, IAS 27 (2011) “Separate fi nancial statements”
IFRS 10 replaces the portion of IAS 27 “Consolidated and separate fi nancial statements” that addresses the
accounting for consolidated fi nancial statements. It also deals with the issues raised in SIC-12 “Consolidation -
special purpose entities.”
IFRS 10 establishes a single control model that applies to all entities including special purpose entities.
The changes introduced by IFRS 10 will require management to exercise signifi cant judgement to determine
which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the
requirements that were in IAS 27. On the basis of a preliminary analysis, IFRS is not expected to have any
impact on equity investments currently held by the Group.
This Standard becomes eff ective for annual periods beginning on or after January 1st, 2013.
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IFRS 11 “Joint arrangements”
It replaces IAS 31 “Interests in joint ventures” and SIC-13 “Jointly-controlled entities - non-monetary
contributions by venturers”.
IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation.
Instead, JCEs that meet the defi nition of a joint venture must be accounted for using the equity method.
The application of this Standard will have an impact on the Group’s fi nancial position. This is due to the
cessation of proportionately consolidating the joint venture Time Vending S.r.l. which must be accounted for
using the equity method. This Standard applies to annual reporting periods beginning on or after January 1st,
2013, with retroactive application to joint arrangements held on the date of initial application. It is estimated
that the impact of IFRS 11 on the current fi nancial year (which will be the comparative period in the fi nancial
statements as at 31 December 2013) will result in a reduction in revenues equal to one thousand and in an
increase in the operating result equal to EUR 159 thousands as the result of the joint ventures will no longer
be included in the operating result. Current assets and current liabilities will be reduced by
EUR 170 thousand and EUR 245 thousands, respectively, while the impact on non-current assets will be
EUR 125 thousand and non-current liabilities will be reduced by EUR 27 thousand.
IFRS 12 “Disclosure of interests in other entities”
It includes all of the disclosure requirements about consolidated fi nancial statements that were previously
covered by IAS 27, as well as all those that were previously included in IAS 31 and IAS 28. These disclosures
relate to an entity’s interests in subsidiaries, joint ventures, associates and structured entities. A number of new
disclosures are also required. The Standard will have no impact on the Group’s fi nancial position or its results for
the period. This Standard becomes eff ective for annual periods beginning on or after January 1st, 2013.
IFRS 13 “Fair value measurement”
It establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change
when an entity is required to use fair value, but rather provides guidance on how to measure fair value under
IFRS when fair value is required or permitted. The Group is currently considering the impact that this principle
will have on its fi nancial position and results for the period but, on the basis of a preliminary analysis, no
signifi cant eff ect is expected. This Standard becomes eff ective for annual periods beginning on or after
January 1st, 2013.
IFRIC 20 “Stripping costs in the production phase of a surface mine”
This interpretation applies to stripping costs incurred in surface mining activity during the production phase
of the mine. The interpretation considers how to account for the benefi ts arising from the stripping activity.
This interpretation becomes eff ective for annual periods beginning on or after January 1st, 2013.
The new interpretation has no impact on the Group.
Annual improvements May 2012
These improvements will have no impact on the Group. They include:
• IFRS1 “First-time adoption of International Financial Reporting Standards”. This improvement clarifi es that
an entity that has stopped applying IFRS in the past and chooses, or is required, to apply IFRS again, has
the option to re-apply IFRS 1. If IFRS 1 is not re-applied, an entity must retrospectively restate its fi nancial
statements as if it had never stopped applying IFRS.
• IAS 1 “Presentation of fi nancial statements”. This improvements clarifi es the diff erence between voluntary
additional comparative information and the minimum required comparative information. Generally, the
minimum required comparative period is the previous period.
• IAS 16 “Property, plant and equipment”. This improvement clarifi es that spare parts and servicing equipment
are classifi ed as property, plant and equipment rather than inventory when they meet the defi nition of
property, plant and equipment.
• IAS 32 “Financial instruments: presentation”. This improvement clarifi es that taxes related to a distribution to
holders of equity instruments are accounted for in accordance with IAS 12 Income Taxes.
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• IAS 34 “Interim fi nancial statements”. This improvement aligns the disclosure requirements for segment
assets and segment liabilities in interim fi nancial reports. It is also designed to ensure that interim disclosure
is aligned with annual disclosure.
These improvements become eff ective for annual periods beginning on or after January 1st, 2013.
3 CRITICAL JUDGEMENTS AND ACCOUNTING ESTIMATES
The preparation of the Group’s fi nancial statements requires management to make discretional judgements,
assumptions and estimates that aff ect the reported amounts of income, expenses, assets and liabilities
and the corresponding disclosures, and the indication of potential liabilities. Uncertainty about these
assumptions and estimates might determine outcomes that will require in the future a signifi cant adjustment
to the book value of these assets and/or liabilities.
The assumptions regarding the future and other major causes of estimate uncertainty which, at the reporting
date, present a signifi cant risk of giving rise to signifi cant adjustments to the carrying amounts of assets and
liabilities within next year, are listed below.
Goodwill and other intangible assets
Goodwill and indefi nite-lived intangible assets are tested at least annually for impairment or more frequently
in the case of occurrence of these impairment indicators. Impairment testing requires management to
estimate the value in use of the cash-generating unit (CGU) to which goodwill and indefi nite-lived intangible
assets are allocated. Value in use is based on the present value of estimated future cash fl ows discounted
using an appropriate rate.
Accordingly, in calculating value in use, management estimates the asset’s or CGU’s estimated future cash
fl ows and selects an appropriate discount rate to obtain their present value. Reference should be made to the
relevant note for a sensitive analysis of the key underlying assumptions.
Estimate of the recoverable amount of non-current assets
Under IFRS, non-current assets should be tested for impairment. An impairment loss is recognised when
the asset’s carrying amount is no longer deemed recoverable through its use. This analysis requires
management to make critical judgements based on external and internal available information and past
experience. Moreover, should an asset be found to be impaired, the relevant impairment loss is calculated
using adequate valuation techniques. The identifi cation of impairment indicators and the estimates made to
calculate the amount of the impairment loss are based on subjective judgements and other factors that may
change over time, aff ecting management judgements and estimates.
Current and deferred taxation
There is uncertainty about the interpretation of complex tax laws and on the amount and timing of future
taxable income. Given the wide range of international trade relations, the long-term nature and complexity of
existing contractual agreements, the ensuing diff erences between actual results and the assumptions made,
or any future changes in these assumptions, may require future adjustments to income taxes and costs that
have already been recorded. The Group provides for allowance accounts, based on reasonable estimates, for
the potential eff ects of audits by tax authorities of the respective countries in which it operates. The amount
of these provisions is based on several factors, such as previous tax audits or the diff erent interpretations of
tax laws by the company subject to taxation and by the competent tax authority.
These diff erences of interpretation may concern a wide range of problems depending on the prevailing
conditions in the respective domicile of the Group’s companies.
Deferred tax assets are recognized for all unused tax losses, to the extent that it is probable that there will be
taxed income in the future such as to allow for the losses to be used. To determine the amount of tax assets
that can be recognized on the basis of future taxable profi t, the timing of their occurrence and tax planning
strategies, requires management to make considerable estimates.
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Deferred tax assets are recognised for all temporary diff erences and the carryforward of unused tax losses
to the extent that it is probable that taxable profi t will be available against which the deductible temporary
diff erence or unused tax losses can be utilised. Management uses a high level of discretionary judgement to
determine the amount of deferred tax assets that can be recognized, by estimating when they will probably
become due and the amount of future taxable profi t.
The Parent company has decided to calculate its tax charge in accordance with the Italian fi scal legislation
applicable to resident Italian companies.
Measuring the fair value of contingent consideration
Contingent consideration related to business combinations is recognised at the acquisition date fair value
as part of the business combination. If contingent consideration satisfi es the defi nition of a derivative and
is thus a fi nancial liability, its value is then restated at each reporting date. The determination of fair value
is based on discounted cash fl ows. The key assumptions take into account the likelihood of achieving each
performance objective and the discount factor.
In the allocation of the acquisition cost for Fast-Service S.r.l., the Group has identifi ed an element of
contingent consideration, from the fair value to the date of acquisition of EUR 7,312 thousand, which has
been redefi ned in EUR 7,558 thousand. Further developments may require the estimate to be further revised.
Contingent consideration is classifi ed under Other current liabilities.
Other captions aff ected by estimates
Moreover, estimates are used to recognise the allowance for impairment, amortisation and depreciation,
employee benefi ts and provisions for risks and charges and to allocate the acquisition cost of recent business
combinations.
4 BASIS OF CONSOLIDATION
The consolidated fi nancial statements include the fi nancial statements of IVS Group S.A. and its
subsidiaries at 31 December 2012.
The subsidiaries are fully consolidated from the acquisition date, or at the date when the Group acquires
control thereof, and cease to be consolidated at the date when such control is transferred outside of the
Group. The subsidiaries’ fi nancial statements are prepared in relation to the same accounting period and
using the Parent’s accounting policies. All balances and intragroup transactions, including any unrealised
profi ts and losses arising from relations between Group companies and dividends are completely
eliminated.
The result of the statement of comprehensive income related to a subsidiary is attributed to minorities
even if this implies that non-controlling interests have a negative balance.
Changes in the Parent’s interests in a subsidiary without determining a loss of control are accounted for as
capital transactions.
If the Parent loses control of a subsidiary, it:
• Eliminates the assets (including goodwill) and liabilities of the subsidiary
• Eliminates the accounting values of all non-controlling interests in the former subsidiary
• Eliminates the cumulated exchange diff erences recognized in Shareholders’ equity
• Recognizes the fair value of the consideration received
• Recognizes the fair value of all investments maintained in the former subsidiary
• Recognizes the profi t or loss in the income statement
• Reclassifi es the Parent’s share of items previously recognized in the statement of comprehensive income
in the income statement or retained earnings, as appropriate.
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5 SUMMARY OF THE MAJOR ACCOUNTING POLICIES
The consolidated fi nancial statements at 31.12.12 have been drawn up using the accounting policies detailed
below.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of a business combination
is given by the sum of the consideration transferred, measured at fair value on the acquisition date, and the
amount of non-controlling interest in the acquired company. For each business combination,
the Group chooses whether to measure any non-controlling interest in the acquired company at fair value or
proportionally to the non-controlling interest’s share in the identifi able net assets of the acquired company.
Acquisition costs are expensed in the current period and are included among administration costs.
When the Group acquires a business, it classifi es or indicates the fi nancial assets or the liabilities acquired
under contractual terms, the economic conditions and any other relevant conditions existing on acquisition.
This includes an assessment of the need to separate a derivative from the underlying contract.
If the business combination takes place in stages, the previous equity holding is taken back to the fair value
on acquisition and any consequent gain or loss is recognised in the income statement.
Any contingent consideration that needs recognizing is carried by the buyer at fair value on acquisition.
The change of the fair value of the contingent consideration classifi ed as assets or liabilities, being a fi nancial
instrument covered by IAS 39, should be recognised in the income statement or in the statement of other
comprehensive income items. When the contingent consideration is not covered by IAS 39, it is measured
according to the appropriate IFRS. If the contingent consideration is classifi ed in equity, its value is not
recalculated and its subsequent adjustment is recognised in equity.
Goodwill is initially recognised at cost, as given by the excess of the sum of the paid consideration and
amount recorded for the non-controlling interests over net identifi able assets acquired and liabilities
acquired by the Group. If the consideration is less than the fair value of the net assets of the acquired
subsidiary, the diff erence is recognised in the income statement.
After the initial recognition, goodwill is carried at cost net of accumulated impairment. For the purposes of
the annual impairment test, goodwill acquired in business combinations is allocated to the cash-generating
unit of the Group that is expected to benefi t from the synergies of the combination, regardless of whether
other assets or liabilities of the acquired entity are allocated to the same unit.
If goodwill was allocated to a cash-generating unit and the entity disposes of a portion of the assets of that
unit, goodwill on the disposed assets is included in the carrying amount of the assets to calculate the gain or
the loss on the disposal. Goodwill associated with the disposed asset is calculated according to the relative
value of the disposed asset and of the portion retained by the cash-generating unit.
Holdings in joint ventures
The Group takes part in a venture that is classifi ed as jointly-controlled as the partners have an agreement
that establishes joint control on the assets of the entity. The joint venture agreement provides for fi nancial
and management decisions to be taken unanimously by the partners. The Group consolidates its holdings
in joint ventures, adding line by line its own quota in assets, liabilities, revenues and costs of the jointly-
controlled entity with the corresponding items of the consolidated fi nancial statements. The joint venture
draws up its fi nancial statements for the same period as the parent company and applies similar accounting
standards. Adjustments are made for discrepancies in accounting standards.
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The share of unrealized gains and losses on transactions between the Group and the joint venture has been
removed from the consolidated fi nancial statements of the Group. The loss is recognised immediately when
it indicates a decrease in the net realizable value of current assets or a lasting impairment. The proportional
consolidation of the joint venture stops at the time the Group cease to have joint control over it.
After relinquishing joint control, the Group calculates and recognises its residual investment at fair value.
The diff erence between the carrying amount of what used to be a jointly-controlled entity and the fair value
of the residual investment and the disposal proceeds is recognised in the income statement. When the
residual investment represents a signifi cant infl uence, it is recognised as an investment in an affi liate.
Holdings in affi liated companies
Holdings in affi liated companies of the Group are carried using the equity method. An affi liate is a company
over which the Group exert signifi cant infl uence.
With the equity method, the equity holding in an affi liate company is initially recognised at cost and the
carrying amount is increased or decreased to recognise the share of the holding company in the gains and
the losses realised by the affi liate after the acquisition date. Goodwill on affi liates is included in the carrying
amount of the equity holding and is not amortised nor subject to a separate impairment test.
The income statement reports the share of the Group in the result for the period of the affi liate company.
When an affi liate company recognises adjustments which are directly charged to equity, the Group recognises
its share and reports it, in the Statement of changes in equity, as applicable. Unrealized gains and losses from
transactions between the Group and the affi liate are off set in proportion to the equity share held in the affi liate.
The share of the Group in the result of the affi liate company is recognised in the income statement.
The share represents the result of the affi liate attributable to shareholders; it excludes then taxes and of the
share attributable to the other shareholders of the affi liate.
The fi nancial statements of the affi liate are prepared for the same reporting period as the Group. If necessary,
the fi nancial statements of the affi liate are adjusted to conform to the accounting standards of the Group.
After applying the equity method, the Group assesses whether it is necessary to recognise the impairment of
its holding in the affi liate company. The Group assesses by the end of each reporting period whether there is
objective evidence that the equity holding in the affi liate company is impaired. If that is the case,
the Group calculates the loss amount as the diff erence between the recoverable amount of the affi liate and
the corresponding carrying amount, recognising such diff erence in the profi t and loss account for the period
in the “Share of the result of affi liate companies” item.
When the Group relinquishes signifi cant infl uence on the affi liate, the residual holding is recognised at fair
value. The diff erence between the carrying amount of the equity holding at the date of the loss of signifi cant
infl uence and the fair value of the residual equity holding and of the received consideration is recognised in
the income statement.
Translation of foreign currency items
Any foreign currency transaction is initially translated using the exchange rate at the time of transaction.
At the reporting date, monetary assets and liabilities denominated in foreign currency are translated back
into the functional currency using the exchange rate at the reporting date. Any resulting exchange rate gains
or losses are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign
currency and measured at cost are translated at the rate on the day of the transaction, while those carried at
fair value are translated at the rate on the day when fair value is measured.
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Revenue recognition
Revenues are recognised to the extent that future economic benefi ts are likely to fl ow to the Group and these
benefi ts can be measured reliably, regardless of their collection date. Revenues are carried at fair value of the
consideration received or to be received, given contractual payment terms and net of taxes and duties.
The Group reviews its sales contracts to establish whether it is operating on its own account or as an agent.
The Group has concluded that in all sales contracts it is acting on its own account.
To be recognised, revenues must also meet the following specifi c recognition criteria:
• Revenue from sales of products through automated vending machines is usually recognised when
the products are purchased by the customer, as this is the moment when goods are delivered and the
consideration is collected.
• Revenue from invoiced sales is recognised when the risks and rewards of ownership of the goods have been
transferred to the buyer.
Interest earned
For all fi nancial instruments carried at amortised cost and interest-bearing fi nancial assets classifi ed as
available for sale, interest earned is recognised using the eff ective interest method; eff ective interest is the
rate that equals discounted future payments and receipts, estimated over the expected life of the fi nancial
instrument or, if necessary, over a shorter period, to the net carrying amount of the fi nancial asset or liability.
Interest earned is classifi ed as fi nancial income in the income statement.
Dividends
Dividends are recognised when the Group acquires the right to receive the payment, which usually
corresponds to the moment when the Shareholders’ Meeting approves their distribution.
Earned rents
Rents from investment property are recognised on a straight-line basis over the duration of the outstanding
leases at the end of the reporting period and are classifi ed as income, taking into account they are part of
operations.
Public subsidies
Public subsidies are recognised when there is a reasonable certainty that they will be received and that all the
conditions referred to will be met. Subsidies related to cost items are recognised as income, but are apportioned
systematically among periods, to match recognition of the costs they are meant to off set.
A subsidy related to an asset is recognised as income on a straight-line basis, over the expected useful life of the
reference asset.
If the Group receives a non-monetary subsidy, the asset and the corresponding subsidy are recognised at their
nominal value and reported in the income statement on a straight-line basis, over the expected useful life of the
reference asset. In the case of loans or similar aid received from government entities or similar institutions at rates
below current market rates, the eff ect of the favourable interest rate is treated as a public subsidy.
Income taxes
Current taxation
Current tax activities and liabilities of the period are carried for the amount that is expected to be recovered
or paid out to the fi scal authorities. The tax rates and the tax law used to calculate the amount are those
enacted, or substantively enacted, at the end of the reporting period in the countries where the Group
operates and earns its taxable income.
Current taxes related to items recognised outside the income statement are equally recognised outside the
income statement and, therefore, in equity or in the statement of comprehensive income, consistently with
the recognition of the item they refer to. The Group periodically reviews the position taken in its tax returns in
those cases when tax rules are subject to interpretation and makes provisions, as appropriate.
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Deferred taxation
Deferred tax liabilities are calculated applying the liability method to the temporary diff erences between
accounting and taxable value of assets and liabilities at the reporting date.
Deferred tax liabilities are recognised on all temporary taxable diff erences, except in the following cases:
• Deferred tax liabilities result from the initial recognition of goodwill or of an asset or liability in a transaction
which does not constitute a business combination and does not impact the result, neither for accounting
nor for tax purposes, at the time of the transaction;
• The reversing of temporary taxable diff erences, on the holdings in subsidiaries, affi liates and joint ventures,
is under the control of the Group, and it is not likely to take place in the foreseeable future.
Deferred tax assets are recognised against deductible temporary diff erences and unused, carried-over net tax
credits and losses, to the extent that taxable profi t is likely to be available to be recognised against, except in
the following cases:
• the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that does
not qualify as a business combination and that, at the time of the transaction, does not impact either
accounting or taxable results;
• if there are temporary deductible diff erences associated to holdings in subsidiaries, affi liates and joint
ventures, deferred tax assets are recognised only to the extent that they are likely to be reversed in the
foreseeable future and that there will be a tax base large enough to allow their recovery.
The carrying amount of deferred tax assets is reviewed at each reporting date and decreased to the extent that
a tax base large enough to allow the use of such credit, fully or in part, is unlikely to be available in the future.
Unrecognised deferred tax assets are reviewed at each reporting date and are recognised to the extent that it
becomes likely that taxable income will be suffi cient to allow their recovery.
Deferred tax assets and liabilities are measured using the tax rates that are expected to be applied in the period
when the asset is realised or the liability is extinguished, given tax rates (and tax laws) enacted, or substantively
enacted, at the end of the reporting period.
Current taxes related to items recognised outside the income statement are equally recognised outside the
income statement and, therefore, in equity or in the statement of comprehensive income, consistently with the
recognition of the item they refer to.
Deferred tax assets and liabilities are off set when there is a legally enforceable right to off set current tax assets and
liabilities and the deferred taxes are levied on the same taxpaying entity by the same tax authority.
Tax benefi ts acquired as a result of a business combination that do not satisfy the criteria for separate recognition
at the date of acquisition may be recognised later, if necessary, when new information is received about changed
facts and circumstances. The adjustment is recognised as goodwill impairment (up to of the value of goodwill), if
recognised during the measurement period, or in the income statement, if recognised at a later time.
Indirect taxes
Costs, revenues, assets and liabilities are recognised net of indirect taxes, such as value-added tax, with the
following exceptions:
• taxes on purchase of goods or services are not deductible; these are recognised as part of the purchase cost
of the asset or as part of the cost recognised in the income statement;
• trade payables and receivables include the applicable indirect tax.
The net amount of indirect taxes to recover or to pay to the tax authorities is included in the fi nancial
statements as an asset or else as a liability.
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Property, plant and equipment
Property, plant and equipment are recognised at historical cost, net of accumulated depreciation and
impairment losses. Such cost includes the cost to replace parts of plant and equipment at the time it is
incurred, if recognition criteria are met. If periodic replacement of signifi cant parts of property, plant and
equipment becomes necessary, the Group recognises such parts as self-contained assets with a specifi c useful
life and a corresponding depreciation. In the same way, after signifi cant adjustments, the cost is included in
the carrying amount of the plant or equipment as after replacement, if recognition criteria are met.
All other repair and maintenance costs are recognised in the income statement when incurred.
Land and buildings are recognised at historical cost, net of depreciation on buildings and impairment losses.
Depreciation is calculated on a straight-line basis on the basis of the expected useful life of the asset.
The useful lives assumptions made by the Group for the main categories of property, plant and equipment
are as follows:
- Property: 33 years;
- industrial and commercial equipment: 6-7 years;
- cars and vehicles: 4-5 years.
An asset is de-recognised at the time of its sale or when no future economic benefi ts from its use or disposal
are expected. Any loss or gain (calculated as the diff erence between net sale proceeds and carrying amount)
is included in the income statement at the time of de-recognition.
The residual value of the asset, its useful life and the methods of depreciation applied are reviewed at the end
of each period and adjusted prospectively, as necessary.
Leases
The classifi cation of a contractual agreement as a lease agreement (or as an agreement including a lease) is
based on the substance of the agreement and requires assessing whether the fulfi lment of the agreement
depends on the use of one or more specifi c assets or whether the agreement transfers the right to use the
assets. This assessment is carried out at the beginning of the agreement.
Financial leases, which transfer substantially all risks and rewards of ownership of the leased asset to the
Group, are recognised as assets at the beginning of the lease term, at the lower of fair value of the leased item
and present value of lease payments. Lease payments are split between capital and interest payments so
that a constant periodic rate of interest applies on the remaining balance of the liability. Financial charges are
recognised in the income statement.
Leased assets are depreciated according to their useful lives. However, if there is no reasonable certainty that
the Group will receive the ownership of the asset at the end of the contract, the asset is depreciated on the
expected useful life of the asset or the duration of the lease, whichever is shorter.
Operating lease payments are recognised as costs in the income statement on a straight-line basis over the
duration of the contract.
Financial expenses
Financial charges directly attributable to the purchase, construction or production of an asset requiring
a period suffi ciently long to become available for use are capitalised against the cost of the asset. All
other fi nancial charges are recognised as costs in the period in which they are incurred. Financial charges
represents interest payments and other costs that an entity bear to obtain funding.
Investment property
Investment property is property held to earn rent and/or for capital appreciation, rather than to be used
in the production or delivery of goods or services. It is initially carried at the cost of purchase, including
expenses that can be directly attributed to them. Subsequently they are carried at amortised cost.
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Intangible assets
Intangible assets that have been acquired separately are recognised initially at cost. Those acquired through
a business combination are recognised at their fair value on the date of the acquisition. After the initial
recognition, intangible assets are recognised at cost, net of accumulated amortisation and accumulated
impairment losses, if any. With the exception of development costs, internally-produced intangible assets are
not capitalised, but are immediately recognised in the income statement.
Intangible assets may have a fi nite or indefi nite useful life.
Intangible assets with a fi nite useful life are amortised over their useful life and are tested for impairment
whenever there is indication of impairment. The period and method of amortisation used for intangible
assets with a fi nite useful life is reviewed at least at the end of each period. Changes in the expected
useful life or in the way future economic benefi ts from the asset are realised are recognised by changing
amortisation period or method, according to the case, and are considered changes of accounting estimates.
Amortisation charges for intangible assets with a fi nite useful life are recognised in the income statement in
the cost category consistent with the function of the intangible asset.
Intangible assets with an indefi nite useful life are not amortised, but they are tested for impairment annually,
both individually and at the level of cash-generating unit. The assessment of the indefi nite useful life is
reviewed annually to establish whether such attribution continues to be warranted, and if not, the indefi nite
useful life is changed prospectively to fi nite.
Gains or losses arising from the disposal of an intangible asset are measured as the diff erence between the
net sale proceeds and the carrying amount of the asset and are recognised in the income statement in the
period of disposal.
Research and development expenses
Research expenses are recognised in the income statement when incurred. Development expenses incurred
in connection with a specifi c project are recognised as intangible assets when the Group can prove:
- the technical capacity to complete the intangible asset, so that it will be available for use or sale;
- its intention to complete the development and its capacity to use it or sell the asset;
- how the intangible asset will generate future economic benefi ts,
- the availability of resources to complete the development;
- its ability to measure reliably the costs to be imputed to the asset during development.
After the initial recognition, the developed assets are carried at cost net of accumulated amortisation or
impairment losses. Amortisation of the asset begins when the development phase has been completed and
the asset is available for use. Assets arising from development are amortised over the period during which
benefi ts are expected to accrue and the corresponding amortisation charges are included in the cost of sales.
During development the asset is tested annually for impairment.
Financial instruments - Recognition and assessment
Financial assets
Initial recognition and assessment
Financial assets within the scope of IAS 39 are classifi ed, according to the case, as fi nancial assets at fair value
through income, loans and advances, fi nancial assets held to maturity, fi nancial assets available for sale, or
as derivatives considered to be eff ective hedging derivatives. The Group establishes the classifi cation of its
fi nancial assets at the time of the initial recognition.
Financial assets are initially recognised at fair value; to these the transaction costs directly imputable to the
acquisition are added, except in the case of fi nancial assets recognised at fair value through income.
The purchase or sale of a fi nancial asset that must be delivered within a time frame usually set by regulation
or market convention (so-called standardized or regular way trade) is recognised at the trade date, defi ned as
the date at which the Group acquires the obligation to buy or sell the asset.
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Subsequent assessment
The subsequent assessment of fi nancial assets depends on their classifi cation, as described below:
• Loans and advances: Loans and advances are non-derivative fi nancial assets, with fi xed or determinable
payments, not quoted in an active market. After the initial recognition, such assets are carried at amortised
cost, using the eff ective interest method, net of impairment losses. The amortised cost is calculated
recognising any purchase discount, premium, fees or costs that are integral part of the eff ective interest
rate. The eff ective interest rate is recognised as fi nancial revenue in the income statement. Impairment
losses are recognised in the income statement as fi nancial charges.
• Financial assets held to maturity. Non-derivative fi nancial assets with fi xed or determinable maturity
are classifi ed as “investments held to maturity” if the Group has the intention and ability to hold them in
its portfolio until maturity. After the initial recognition, these are measured at amortised cost using the
eff ective interest method, net of impairments. The amortised cost is calculated recognising any purchase
discount, premium, fees or costs that are integral part of the eff ective interest rate. The eff ective interest
rate is recognised as fi nancial revenue in the income statement. Impairments are recognised in the income
statement as fi nancial charges.
De-recognition
A fi nancial asset (or, where applicable, part of a fi nancial asset or part of a group of similar fi nancial assets) is
de-recognised when:
• the rights to the cash fl ows from the fi nancial asset expire;
• the Group transfers to a third party the right to receive the cash fl ows of the asset or assumes a contractual
obligation to pay them out to a third party, fully and without delay, and (a) transfers substantially all the
risks and rewards of the ownership of the fi nancial asset, or (b) neither transfers nor retains substantially all
the risks and rewards of the fi nancial asset, but transfers control over it.
When the Group transfers to a third party the right to receive the cash fl ows of the fi nancial asset and
neither transfers nor retains substantially all the risks and rewards or has transferred its control, the asset is
recognised in the fi nancial statements of the Group to the extent of its continuing involvement with the asset
In this case, the Group recognises also a corresponding liability. The transferred asset and the corresponding
liability are carried so to refl ect the rights and the obligations that still belong to the Group.
When the Group’s continuing involvement takes the form of a guarantee for the transferred asset, this
involvement is recognised at the lower of the initial carrying amount and the maximum amount of the
consideration that the Group could be obliged to pay.
Impairment losses on fi nancial assets
At each reporting date, the Group assesses whether a fi nancial asset or a group of fi nancial assets are
impaired. A fi nancial assets or a group of fi nancial assets must be considered impaired if there is an objective
evidence of impairment resulting from one or more events occurred after the initial recognition (“loss event”)
and this loss event has an impact, which can be reliably estimated, on the future estimated cash fl ows of the
fi nancial asset or of the group of fi nancial assets. Evidence of impairment can result from indications that the
debtors face fi nancial diffi culties, inability to meet obligations, inability or delay in the payment of interest or
of signifi cant payments, likelyhood of bankruptcy proceedings or other forms of fi nancial restructuring, and
from observable data indicating a measurable decrease in future estimated cash fl ows, such as changes in
economic context or conditions associated to a fi nancial crisis.
Financial liabilities
Initial recognition and assessment
Financial liabilities within the scope of IAS 39 are classifi ed, according to the case, as fi nancial liabilities at
fair value through income, loans and advances, or as derivatives indicated as hedging derivatives. The Group
establishes the classifi cation of its fi nancial liabilities at the time of the initial recognition.
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All fi nancial liabilities are recognised initially at fair value; for loans and advances, the transaction costs
directly imputable are added.
The fi nancial liabilities of the Group include trade payables and other debts, current account overdrafts, loans
and funding, guarantees given and derivative fi nancial instruments.
Subsequent assessment
The subsequent assessment of fi nancial liabilities depends on their classifi cation, as described below:
• Financial liabilities at fair value through income. Financial liabilities at fair value with changes recognised
in the income statement include liabilities held for trading and fi nancial liabilities recognised initially at fair
value with changes recognised in the income statement.
Liabilities held for trading are those acquired for sale in the short term. This category includes derivatives
underwritten by the Group that not are indicated as hedging derivatives in a hedging relationship as
defi ned by IAS 39. Embedded derivatives that have been bifurcated are classifi ed as fi nancial instruments
held for trading unless indicated as eff ective hedging derivatives.
Gains or losses on liabilities held for trading are recognised in the income statement.
Financial liabilities are recognised at fair value in the income statement from the date of their initial
recognition only if the IAS 39 criteria are met.
• After initial recognition, they are measured at amortised cost using the eff ective interest method. Any gain
or loss is recognised in the income statement when the liability is extinguished, as well as through the
amortisation process.
The amortised cost is calculated recognising any purchase discount, premium, fees or costs that are integral
part of the eff ective interest rate. Amortisation to the eff ective interest rate is included in the fi nancial
charges in the income statement.
De-recognition
A fi nancial liability is de-recognised when the obligation specifi ed in the contract is extinguished, cancelled
or expires. An exchange between an existing borrower and lender of debt instruments with substantially
diff erent terms or a substantial modifi cation of the terms of an existing fi nancial liability are treated as
extinguishing the original fi nancial liability, with a new fi nancial liability being recognised. Any diff erence
between the carrying amounts is recognised in the income statement.
Off setting fi nancial instruments
A fi nancial asset and a fi nancial liability can be off set and the net balance reported on the balance sheet, if
there is a legal right to off set the amounts recognised in the accounts and there is the intention to extinguish
the net residual, or to realize the asset and simultaneously extinguish the liability.
Fair value of the fi nancial instruments
The fair value of fi nancial instruments exchanged in an active market is assessed, at each reporting date, on
the basis of market quotes or quotes of market-makers (ask price for long-term positions and bid price for
short-term positions), with no allowance for transaction costs.
For fi nancial instruments not exchanged in an active market, the fair value is assessed using some valuation
technique. This can include:
• the use of recent transactions at market conditions;
• the comparison to the actual fair value of another instrument, eff ectively similar;
• analysis of discounted cash fl ows or other valuation models.
Fair value analysis of fi nancial instruments and further details on their valuation are reported in Note 26.
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Derivative fi nancial instruments and hedge accounting
Initial recognition and subsequent assessment
The Group uses derivative fi nancial instruments, such as interest rate swaps, to hedge interest rate risks.
Such derivative fi nancial instruments are initially recognised at fair value at the date when the derivative
contract is underwritten and, subsequently, are recognised at fair value. Derivatives are recognised as fi nancial
assets when the fair value is positive and as fi nancial liabilities when the fair value is negative. Any gains or
losses from changes in the fair value of derivatives are recognised directly in the income statement, except for
the eff ective portion of cash fl ow hedges, which is recognised in the statement of comprehensive income.
For hedge accounting purposes, hedges are classifi ed as:
• fair value hedges against the risk of change in the fair value of the underlying asset or liability or against an
unrecognised irrevocable commitment;
• cash fl ow hedges, against exposure to the variability of the cash fl ows imputable to a specifi c risk associated
to an asset or a liability recognised or a highly likely planned transaction or an exchange rate risk due to an
unrecognised irrevocable commitment;
• hedges of a net investment in a foreign operation.
At the beginning of a hedging transaction, the Group designates and documents formally the hedge
relationship, to which it plans to apply hedge accounting, its objectives in managing the risk and the strategy
pursued. The documentation includes the identifi cation of the hedging instrument, of the item or transaction
hedged, of the nature of the risk and of the methods by which the company plans to assess the eff ectiveness
of the hedge to off set the exposure to changes of the fair value of the hedged item or of the cash fl ows
ascribable to the hedged risk. It is expected that these hedges will be highly eff ective in off setting the
exposure of the hedged item to changes in fair value or of the fi nancial fl ows imputable to the hedged risk
and are continually assessed to establish whether such hedges have demonstrated highly eff ectiveness in the
periods for which they were recognised as hedging transactions.
Transactions that satisfy the criteria for hedge accounting are recognised as cash fl ows hedges.
The portion of gain or loss on the hedged instrument, relative to the eff ective hedge portion, is recognised
in the statement of comprehensive income in the “cash fl ow hedge” reserve, while the portion not eff ective
is recognised directly in the income statement between the other operating costs.
The amounts recognised in the statement of comprehensive income are transferred to the income
statement in the period when the hedged transaction impacts the income statement, for example when
expenses or revenues on the hedged instrument are recognised or when a planned sale takes place. When
the hedged item is the cost of a non-fi nancial asset or liability, the amounts recognised in the statement of
comprehensive income are transferred to the initial carrying amount of the non-fi nancial asset or liability.
If it is no longer believed that the planned transaction or the commitment taken will take place, the
accumulated gains or losses, already recognised in the cash fl ow hedge reserve, are transferred in the
income statement. If the hedging instrument reaches maturity or is sold, cancelled or exercised without
replacement, or if its designation as hedging instrument is revoked, the amounts previously recognised in
the cash fl ow hedge reserve continue to be recognised until the transaction planned or the commitment
taken impact the income statement.
Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories comprises all
costs incurred in bringing the inventories to their present location and condition and takes into account any
write-downs due to obsolescence or slow-moving items.
The cost of acquired fi nished products and goods is determined using the FIFO method.
Considering the services provided by the Group, the consolidated fi nancial statements do not include semi-
fi nished products.
Impairment losses on non-fi nancial assets
At the end of each reporting period the Group assesses whether there is any indication of asset impairment.
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In such case, or in those cases when an annual impairment test is required, the Group prepares an estimate of
the recoverable amount. The recoverable amount is the greater of the fair value of the cash-generating unit,
net of the costs of sale, and its value-in-use. The recoverable amount is assessed for individual assets, except when
such assets generate fi nancial fl ows that not are largely independent from those generated by other assets or asset
groups. If the carrying amount of an asset is greater than its recoverable amount, such asset is impaired and is
therefore adjusted down to the recoverable amount.
To establish the value-in-use, the Group discounts to the current value the estimated future fi nancial fl ows using a
before-tax discount rate, which shows the market assessment of the current value of money and the specifi c risks
of the asset. To establish the fair value net of sale costs, the Group take into account recent transactions carried
out on the market. If it is not possible to identify such transactions, an appropriate valuation model is used. Such
calculations are based on appropriate valuation multipliers, quoted stock prices for affi liated companies whose
securities are traded on the market, and other available indicators of fair value.
The Group relies for its impairment test on detailed accounts and budget forecasts prepared separately for the
individual cash-generating unit individual assets are allocated to. These accounts and budget forecasts cover
usually a period of three years. For longer periods, a long-term growth rate is calculated and used to project the
future cash fl ows beyond the third year.
Impairment losses of working assets, including impairment losses of inventories, are recognised in the
income statement in the categories of cost consistent with the destination of the impaired asset.
This does not apply to previously revalued fi xed assets, if the revaluation was recognised in the statement
of comprehensive income and classifi ed as revaluation reserve. In these cases the impairment itself is
recognised in the statement of comprehensive income up to the value of the prior revaluation.
For assets other than goodwill, at the end of each reporting period, the Group assesses whether there
are indications that previously recognised impairment losses have ceased (or decreased) and, if such
indications are found, it estimates the recoverable amount. The value of an asset previously devalued
can be restored only if there have been changes in the assumptions upon which the calculation of
the recoverable amount was based, after recognition of the last impairment. The recovery of charge-
offs cannot exceed the carrying amount that would have been assessed, net of amortisation, if no
impairment had been recognised in previous periods. This recovery is recognised in the income
statement unless the fixed asset is not recognised at its revalued value, in which case the recovery is
treated as a revaluation surplus.
Goodwill is tested for impairment at least once a year (on December 31) and more frequently when
circumstances suggest that the recognised value might be impaired.
The impairment of goodwill is established by estimating the recoverable amount of the cash-generating unit
(or cash-generating unit group) which goodwill was allocated to. If the recoverable amount of the cash-
generating unit is less than the carrying amount of the cash-generating unit, impairment is recognised.
The decrease in the value of goodwill cannot be restored in future periods.
Cash and short-term deposits
Cash and short-term deposits include cash in hand plus sight and short-term deposits with maturity not
beyond three months.
For the purposes of recognition in the consolidated cash fl ows statement, the cash and cash equivalents are
represented by cash as defi ned above.
Treasury shares
Buy-backs of own equity instruments (treasury shares) are recognised at cost and deducted from equity
capital. The purchase, sale, or cancellation of treasury shares does not originate any profi t or loss in the
income statement. The diff erence between the purchase value and the consideration is recognised in the
share premium reserve. Voting rights for treasury shares as well as the right to receive dividends are revoked.
Stock options exercised during the period are allocated treasury shares.
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Provisions for risks and charges
Provisions for risk and charge funds are carried out when the Group must meet a current legal or constructive
obligation arising from a past event, an outfl ow of resources to meet such obligation is likely to occur and it
is possible to obtain a reliable estimate of its amount. Where a provision for contingent charges is expected
to be reimbursed, fully or in part, for example for risks covered by insurance policies, the reimbursement
is recognised as a separate asset when, and only when, it becomes virtually certain. In this case, in the
income statement, the expense relating to a provision is presented net of the amount recognised for the
reimbursement.
Pension funds and other post-employment benefits
The Group has set up a defined-benefit pension plan, [as well as contributing to] the Italian post-
employment benefit plan.
Gains and losses from actuarial calculations for both defined-benefit plans are fully recognised in the
statement of comprehensive income in the period they are realised. These actuarial gains and losses
are classified immediately as retained earnings and are not reclassified in the income statement in
subsequent periods.
Past service costs are recognised as costs on a straight-line basis on the average accrual period of the
right to benefits. If the benefits accrue immediately after introducing or changing the plan, past service
costs are recognised immediately.
The liability for the defined benefits includes the current value (which uses a discount rate based on
high quality bonds) of the defined-benefit obligation, less any costs not recognised for past service,
subtracted the fair value of the assets servicing the plan to be used to directly discharge the obligations.
Capital management
The Group manages its capital using the “net financial indebtedness/equity ratio” (gearing). The net
financial position consists of financial debts less cash and other financial credits as indicated in Note 20.
Equity includes all items presented in the statement of financial position.
The Group’s strategy is aimed at increasing its gearing ratio in the medium term, by reducing the
financial leverage used when the Group was created and, therefore, reaching a level that would allow
it to continue its ordinary operations, meet its investment commitments and enhance the investment
value for its shareholders.
The Group keeps or changes its capital structure by issuing new shares or, subject to clearance by
creditor banks, increasing or decreasing its investments in subsidiaries and acquiring/disposing of
investments.
6 SCOPE OF CONSOLIDATION
The consolidated financial statements include the separate financial statements of the Parent company,
IVS Group S.A., and of the companies, Italian and foreign, under its control, direct or indirect (through
subsidiaries and associated companies), whose financial and operating policies it determines and from
which it derives benefits.
The financial statements of the Parent company (IVS Group S.A.) and of its subsidiaries are drawn up
as of December 31, 2012. It must be mentioned that the financial statements of the affiliate Espresso
Service Proximitè ends the tax period at September 30 of each year (IAS 28).
The table below lists the companies in which the Parent directly or indirectly holds an investment,
indicating how they are treated in the consolidated financial statements.
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Name ParentInvestment %
direct %
Reference Treatment
IVS Italia S.p.A. IVS Group S.A. 100.0% 100.0% Consolidated
Vending System S.p.A. IVS Group S.A. 100.0% 100.0% Consolidated
S.Italia S.p.A. IVS Group S.A. 100.0% 100.0% Consolidated
Fast Service Italia S.r.l. IVS Group S.A. 70.0% 100.0% Consolidated
Eurovending S.r.l. IVS ITALIA S.p.A. 70.0% 70.0% Consolidated
DDS S.p.A. IVS ITALIA S.p.A. 71.0% 71.0% Consolidated
Emmedi S.A. IVS ITALIA S.p.A. 70.0% 70.0% Consolidated
Emmedi S.A. IVS Group S.A. 30.0% 30.0% Consolidated
Dav S.A. IVS ITALIA S.p.A. 78.0% 78.0% Consolidated
Dav S.A. IVS Group S.A. 22.0% 22.0% Consolidated
Eur Coff ee S.r.l. IVS ITALIA S.p.A. 80.0% 80.0% Consolidated
E.V.S. S.r.l. IVS ITALIA S.p.A. 90.0% 90.0% Consolidated
Mr. Vending S.r.l. IVS ITALIA S.p.A. 100.0% 100.0% Consolidated
20.10 Vending S.r.l. IVS ITALIA S.p.A. 100.0% 100.0% Consolidated
IVS France SAS IVS ITALIA S.p.A. 87.0% 87.0% Consolidated
IVS France SAS IVS Group S.A. 13.0% 13.0% Consolidated
Ciesse Caff è S.r.l. IVS ITALIA S.p.A. 26.3% 26.3% Equity-accounted
Ristora System S.r.l. IVS ITALIA S.p.A. 30.0% 30.0% Equity-accounted
Universo Vending S.r.l. IVS ITALIA S.p.A. 25.0% 25.0% Equity-accounted
Caybe 2 Sl Dav Sa 72.5% 56.6% Not consolidated
Maquinas Automaticas Blasco SA Emmedi Sa 100.0% 70.0% Not consolidated
Cofradis Sud Sarl IVS France SAS 50.0% 50.0% Not consolidated
Sci +39 IVS France Sas 99.0% 99.0% Consolidated
Sci +39 IVS ITALIA S.p.A. 1.0% 1.0% Consolidated
Time Vending S.r.l. IVS ITALIA S.p.A. 50.0% 50.0%Proportionally
consolidated
Espresso Service Proximitè IVS France SAS 22.0% 22.8% Equity-accounted
Espresso Service Proximitè IVS Group S.A. 14.8% 14.8% Equity-accounted
Metroshopping S.r.l. IVS ITALIA S.p.A. 85.0% 85.0% Consolidated
CSH S.r.l. IVS Group S.A. 75.0% 75.0% Consolidated
Coin Partecipazioni S.p.A. CSH S.r.l. 60.0% 45.0% Consolidated
Coin Service Empoli S.p.A. Coin Partecipazioni S.p.A. 62.0% 27.9% Consolidated
Coin Service Nord S.p.A. Coin Partecipazioni S.p.A. 33.0% 14.9% Consolidated
Coin Service Nord S.p.A. Coin Service Empoli S.p.A. 48.0% 13.4% Consolidated
Coin Service Servizi Sicurezza S.r.l. in liquidazione Coin Service Empoli S.p.A. 51.0% 14.2% Not consolidated
Coin Service Servizi Sicurezza S.r.l. in liquidazione Coin Service Nord S.p.A. 49.0% 13.8% Not consolidated
Companies that are not consolidated are dormant. The carrying amounts of their holdings are reported
under “Interests in other entities”, for a total value of EUR 54 thousand.
In addition to the extraordinary merger transaction already commented upon at length in the Directors’
report and in the section “Other information” of this note, the Group acquired control over four Italian
companies operating in the vending sector over the period:
- on March 8, 2012 the Parent company acquired 100% of the share capital of S.Italia S.p.A. (previously Selecta
Italia S.p.A.);
- on March 30, 2012 the Parent company acquired 70% of the quota capital of the Fast Service Italia S.r.l..
As such acquisition provides a “put and call” option on the purchase/sale of the remaining 30%, which
can be exercised once the 2013 fi nancial statements of the acquired company are approved, it seemed
advisable to consolidate the fi nancial statements of the subsidiary as if the ownership share were equal to
100%, already at December 31, 2012, as provided by the accounting standards IAS27 and IFRS3;
- on October 5, 2012 IVS Italia S.p.A. subscribed the entire capital of 20.10 Vending S.r.l.;
- on November 19, 2012 IVS Italia S.p.A. acquired 100% of the share capital of the Mr Vending S.r.l..
The subsidiary IVS Italia S.p.A. fi nalised the acquisition of business segments of some Italian companies.
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All acquisitions were recognised according to the acquisition method; therefore consolidated fi nancial
statements to 31 December 2012 incorporate the result of the companies listed above from the
corresponding date of acquisition of a controlling share.
In addition, the Parent company acquired minority interests in companies already fully consolidated at the
date of December 31, 2011, specifi cally:
- on March 30, the Parent company acquired French minority interests representing 13% of the share capital of
IVS France S.a.s.;
- on April 5, 2012 the Parent company acquired Spanish minority interests representing respectively 30% of
the share capital of Emmedi SA and to 22% of the share capital of DAV SA;
- on April 19, 2012 IVS Italia S.p.A. acquired an additional 15% of the share capital of Metroshopping S.r.l.
bringing its ownership share from 70% at December 31, 2011 to the current 85%;
- on November 6, 2012 IVS Italia S.p.A. acquired 1% of the share capital of the real estate company SCI +39.
Finally, it is reported that:
- during the last two months of 2012, the structure of the French subsidiaries was rationalised: the companies
Parodis Sas, Cofradis Sas and IVS Corporate Sarl were merged into IVS France Sas with accounting and tax
eff ects starting at the beginning of the 2012 period;
- the merger between IVS Group Holding S.p.A. and Italy1 Investment S.A. required the consolidation over the
period of the Belgian subsidiary Italy1 Investment Sprl: it is reported that in December the entire holding
in the company was sold to a related party (Siricus SA) for the price of one Euro, which has required the
recognition of a capital loss of EUR 20 thousand in the consolidated fi nancial statements of the Group.
7 BUSINESS COMBINATIONS
As mentioned above, the main business combinations that took place during the year are listed below, which
are related to:
- acquisition by the Parent IVS Group S.A.:
- 70% of Fast Service Italia S.r.l.;
- 100% of S.Italia S.r.l;
- acquisition by IVS Italia S.p.A.:
- 100% of Mr Vending S.r.l.;
- 100% of 20.10 Venidng S.r.l.
- ten Italian business units (Caff èespresso, DAG1, Ovdamatic, Botti, Brescia Vending, Coff ee Time, Servicaff è,
DAG2, Water Point, D.A.L.):
- acquisition by Eurovending S.r.l. of a business unit (D.M.C.);
- acquisition by the Spanish subsidiaries of two business units (J.A.V.Service 2000 and Nuestro Cafe-Carbaga).
Equity investments came to EUR 56,403 thousand for the year, including:
- EUR 39,118 thousand spent by the parent to acquire 70% of Fast Service Italia S.r.l.;
- EUR 2,395 thousand spent by the parent to acquire 13% of the French subsidiary IVS France Sas;
- EUR 2,707 thousand spent by the parent to acquire 30% of the Spanish subsidiary Emmedi SA;
- EUR 3,078 thousand spent by the parent to acquire 22% of the Spanish subsidiary DAV SA;
- EUR 4,964 thousand spent by the parent to acquire 100% of S.Italia S.r.l.;
- EUR 3,786 thousand spent by IVS Italia S.p.A. to acquire 100% of Mr Vending S.r.l.
- EUR 28 thousand spent by IVS Italia S.p.A. to acquire 15% of Metroshopping S.r.l.;
- EUR 327 thousand spent by IVS Italia S.p.A. to acquire 100% of the share capital of 20.10 Vending S.r.l.;
- EUR 100 spent by IVS Italia S.p.A. to acquire 1% of the French subsidiary SCI+39 Sas;
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and investments in business units for a total of EUR 6,843 thousand, including:
- EUR 5,255 thousand spent by IVS Italia S.p.A. and Eurovending S.r.l. to acquire Italian business units;
- EUR 1,588 thousand spent by the Spanish subsidiaries to acquire business units.
As of 31 December 2012 the outstanding amount for the acquisition of the above equity investments and
business units totalled EUR 24,544 thousand broken down as follows:
- EUR 22,481 thousand to acquire Fast Service italia S.r.l. (of which EUR 7,558 thousand related to the estimate
of the outstanding amount to acquire the remaining 30% as described below);
- EUR 278 thousand to acquire Mr Vending S.r.l.;
- EUR 247 thousand to acquire equity investments in previous years (Italdrink EUR 233 thousand and ODA
EUR 14 thousand);
- EUR 1,206 thousand to acquire Italian business units;
- EUR 332 thousand to acquire Spanish business units.
The fair value of the assets and liabilities of the four main new equity investments and business units at the
acquisition date were as follows:
(in thousands of Euro)
Fair value recognised at time of acquisition
Final
Fast Service Italia S.r.l. S. Italia S.r.l. Mr Vending S.r.l. 20.10 Vending S.r.l.
Acquisition of business units 2012
Net fi xed assets 44,799 3,905 4,208 501 3,192
Deferred tax assets 66 415 465 79 -
Other non-current assets 557 - - - -
Current assets 5,076 3,552 4,553 126 297
Non-current liabilities (15,224) (660) (1,997) (27) (20)
Current liabilities (5,314) (6,237) (5,106) (588) (67)
Non-controlling interests - - - - -
Goodwill 9,158 3,989 1,663 236 3,441
Price 39,118 4,964 3,786 327 6,843
Analysis of cash fl ows of the acquisition:
Net cash acquired (included in cash fl ows from investing activities) 166 (1,.971) 628 64 -
Contractual price (31,807) (4,964) (3,786) (327) (6,843)
Fair Value of Put and Call as of 31-03-2012 (7,311) - - - -
Outstanding amount as of 31 December 2012 22,481 - 278 - 1,538
Fair Value Adj on “put/call option” and debt (880) - - - -
Net cash fl ow for the acquisition (17,351) (6,935) (2,880) (263) (5,305)
No write-off was applied to trade receivables as these are considered realisable in full.
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The tables below show the impacts of the four main equity investment acquisitions on consolidated revenue
and operating profi t:
Eff ects of consolidating on the consolidated fi nancial statements from the control date of:
(in thousands of Euro)Fast Service
Italia S.r.l. S.Italia S.r.l. Mr Vending S.r.l. 20.10 Vending S.r.l. Total
Revenue 3,378 5,503 642 87 9,610
Operating Result 3,755 2,409 221 72 6,457
Eff ects of consolidating on the consolidated fi nancial statements as of 1 January 2012:
(in thousands of Euro)Fast Service
Italia S.r.l. S.Italia S.r.l. Mr Vending S.r.l. 20.10 Vending S.r.l. Total
Revenue 786 1,450 5,560 262 8,058
Operating Result 744 (220) (667) (108) (251)
Based on the above and in compliance with accounting standards IAS 27 and IFRS 3, a decision was made to
consolidate the fi nancial statements of the subsidiary Fast Service Italia S.r.l as if the investment was already
equal to 100% as of 31 December 2012.
It should be noted that the “put and call” option on the non-controlling interest of the subsidiary Fast-Service,
exercisable upon approval of the 2013 fi nancial statements was classifi ed as “Other non-current liabilities”.
The acquisition contract for Fast Service Italia S.r.l. also includes an earn-out to pay to sellers based on the
renewals that are obtained in the next fi ve years beyond the dates currently agreed on concessions relative
to Grandi Stazioni and/or Cento Stazioni. Since this element is subject to the continuation of non-controlling
shareholders in the subsidiary’s share capital as of the renewal date (and thus as an alternative to the IVS
Group’s exercising acquisition of the non-controlling interest) it will only be measured when the put and call
is extinguished without being exercised.
The transaction costs related to the abovementioned operations were charged to the income statement
under the heading “Other non-recurring income/expenses” and are included in the cash fl ows from operating
activities in the Statement of cash fl ows.
8 ACQUISITION OF NONCONTROLLING INTERESTS IN SUBSIDIARY COMPANIES
During the period the Group has acquired the non-controlling interests held by third parties in the French
and Spanish Group companies and has increased its investment in Metroshopping S.r.l. from 70% to 85%.
The diff erence between the price paid and the carrying amount of the non-controlling interests at the date of
acquisition was recorded as a reduction in shareholders’ equity attributable to the owners of the parent.
The table below summarises the eff ects on shareholders’ equity of the abovementioned operations:
(in thousands of Euro) IVS France S.a.S. Emmedi S.A. DAV S.A. Metroshopping S.r.l. Total
Value of equity attributable to non-controlling interests at the date of acquisition/transfer 2,030 992 1,222 2 4,245
Price paid (2,396) (2,707) (3,078) (29) (8,210)
Eff ect on shareholders’ equity attributable to the parent (366) (1,715) (1,856) (27) (3,964)
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9 OPERATING SEGMENTS
For operating purposes, the Group is organised in business units based on supplied products and services
and has four operating segments, described below:
• the Italy segment, which comprises the sale and supply of goods, food and beverages via automated and
semiautomated vending machines in Italy;
• the France segment, which comprises the sale and supply of goods, food and beverages via automated and
semiautomated vending machines in France;
• the Spain segment, which comprises the sale and supply of goods, food and beverages via automated and
semiautomated vending machines in Spain;
• the Coin segment, which comprises the collection and distribution of coins (coin management), counting of
coins for third parties and cash-in-transit services.
No business combinations of operating segments was eff ected for the purpose of determining operating
segments requiring disclosure.
The directors examine the results achieved by the business units separately in order to make decisions
regarding the allocation of resources and verifi cation of performance. The performance of the segments
is assessed based on the operating result which, as explained in the table below, is measured somewhat
diff erently than the operating result in the consolidated fi nancial statements. The Group’s fi nancing activities
(including costs and revenues on loans) and income taxes are managed at Group level and are not allocated
to operating segments.
Transfer prices between operating segments are negotiated internally using a procedure similar to
transactions with independent parties.
The table below shows the segment fi gures related to revenue, results and other fi gures for 31 December 2012
and 2011.
(in thousands of Euro)
31-Dec-12 Italy France Spain CoinAdjustments and
eliminations Consolidated
Revenue from third parties 246,991 24,523 14,887 11,396 - 297,796
Inter-segment revenue 2,710 118 - 689 (8,717) -
Total revenue 254,901 24,641 14,887 12,084 (8,717) 297,796
Depreciation charge (33,456) (2,466) (1,846) (513) - (38,282)
Share of profi t or loss of associates 51 - - - - 51
Segment result 16,939 822 546 2,580 (34,867) (13,980)
Operating assets 542,490 35,118 18,362 47,327 (16,040) 627,258
Operating liabilities 114,745 6,933 3,518 2,770 (5,690) 122,276
31-Dec-11 Italy France Spain CoinAdjustments and
eliminations Consolidated
Revenue from third parties 231,701 25,112 14,714 6,838 - 278,366
Inter-segment revenue 8,271 - - 396 (8,667) -
Total revenue 239,972 25,112 14,714 7,234 (8,667) 278,366
Depreciation charge (31,039) (2,366) (1,860) (293) - (35,565)
Share of profi t or loss of associates 127 - - - - 127
Segment result 18,572 1,941 522 1,544 (13,054) 9,525
Operating assets 454,023 37,958 16,446 53,935 (6,373) 555,987
Operating liabilities 73,942 8,985 2,473 3,953 (5,500) 83,853
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The increase in the assets of the “Italy” segment is due principally to the business combination between Fast
Service Italia S.r.l., S.Italia S.r.l. and Mr Vending S.r.l. which took place during the period, described above in
note 7 “Business Combinations”.
Adjustments and eliminations
Financial income and expenses, gains and losses from variations in the fair value of fi nancial assets are not
allocated to any individual segment given that the underlying instruments are managed and administered at
Group level.
Income tax and certain other fi nancial assets and liabilities are also not allocated to the individual segments
as these too are managed centrally at Group level.
(in thousands of Euro)
Reconciliation of profi t 31-Dec-12 31-Dec-11
Sector profi t 20,887 22,579
Adjustments to value of fi nancial assets (43) (11)
Financial income 1,119 744
Financial expenses (11,055) (14,025)
Net exchange diff erences and variations in fair value of derivatives 1,921 115
Result of companies valued at net equity 51 127
Other non-recurring expenses for Italy1/IVS’ merger (26,828) -
Inter-segment eliminations (32) (3)
Group profi t before tax (13,980) 9,525
Reconciliation of Assets 31-Dec-12 31-Dec-11
Segment operating assets 643,298 562,361
Equity investments 5,498 5,448
Other equity investments 54 99
Loans and receivables 9,487 13,203
Deferred tax assets 10,956 4,897
Tax assets 2,498 349
Current fi nancial assets 4,787 13,100
Inter-segment eliminations (20,827) (19,473)
Group Operating Assets 655,751 579,983
Reconciliation of Liabilities 31-Dec-12 31-Dec-11
Segment operating liabilities 22,579 89,353
Medium/long term loans payable 113,682 159,402
Deferred tax liabilities 20,906 8,756
Due to bondholders 8,083 0
Short-term loans payable 79,906 129,241
Derivatives 10,245 3,897
Tax liabilities 2,580 826
Inter-segment eliminations 99,697 128,790
Group Operating Liabilities 357,677 520,265
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NOTES TO THE MAIN CAPTIONS OF THE STATEMENT OF FINANCIAL POSITION
10 INTANGIBLE ASSETS
The table below shows the movements in historical cost and in accumulated amortisation of intangible
assets during the period:
(in thousands of Euro)
Research, development and advertising costs
Industrial patents and
soft./ intellectual property rights
Concessions, licences,
trademarks and similar rights Customer list
Other intangible assets Total
At 1 January 2012 239 2,816 656 16,240 489 20,440
Purchases 7 621 39 - 344 1,011
Disposals - - (12) - - (12)
Changes in scope of consolidation - 289 - 40,815 1,954 43,058
Reclassifi cation 177 50 (50) 63 (338) (98)
At 31 December 2012 423 3,776 633 57,118 2,449 64,399
At 1 January 2012 (194) (2,363) (493) (7,437) (227) (10,714)
Depreciation (52) (504) (52) (3,368) (58) (4,034)
Changes in scope of consolidation - (243) - - (1,071) (1,314)
Disposals - - - - - -
At 31 December 2012 (246) (3,110) (545) (10,805) (1,356) (16,062)
Carrying amount:
At 1 January 2012 45 453 163 8,803 262 9,726
At 31 December 2012 177 666 88 46,313 1,093 48,337
The signifi cant increase of the Customer list caption is due to acquisitions and business combinations made
during the year which as of 31 December 2012 accounted for a net contribution of the caption totalling
approximately 37,510 thousand.
The following table summarises the changes arising from the above-mentioned transactions:
(in thousands of Euro) Customer list
Transaction
Acquisition of Fast Service Italia S.r.l. 39,118
Acquisition of S.Italia S.r.l. 617
Acquisition of Mr Vending S.r.l. 257
Acquisition of 20.10 Vending S.r.l. 37
Acquisition of business units by IVS Italia S.p.A. 534
Acquisition of Eurovending business unit 7
Total 40,570
11 GOODWILL AND IMPAIRMENT TEST
The following table shows variations in goodwill at 31 December 2012 compared to the previous year:
(in thousands of Euro) Amount
At 31 December 2011 295,928
Additions/change in consolidation scope 18,591
Sales/decreases -
Impairment losses -
Reclassifi cations 275
At 31 December 2012 314,794
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The change in this caption is mainly due to the following non-recurring transactions:
• IVS Group S.A. acquisition of Fast Service Italia S.r.l. (EUR 9,158 thousand) and S.Italia S.r.l. (EUR 3,989 thousand);
• IVS Italia S.p.A. acquisition of Mr Vending S.r.l. (EUR 1,663 thousand) and 20.10 Vending S.r.l. (EUR 236 thousand);
• IVS Italia S.p.A. acquisition of various business units - EUR 3,280 thousand;
• Eurovending S.r.l. acquisition of a business unit - EUR 43 thousand;
• Acquisition of two companies by two Spanish subsidiaries - EUR 111 thousand.
The goodwill acquired through business combinations was allocated for impairment test purposes to four cash
generating units, which coincide with the operating segments for which disclosure is provided, as follows:
• CGU Italy
• CGU France
• CGU Spain
• CGU Coin
The goodwill recognised from the acquisition of S.Italia S.p.A., Fast Service Italia S.r.l., Mr Vending S.r.l.,
20.10 Vending S.r.l. and that from the business units acquired by IVS Italia S.p.A. and Eurovending S.r.l.
is attributable to the synergies and other economic benefi ts resulting from combination of assets and
commercial transactions with those of the Group and was allocated to the CGU “Italy”.
Goodwill allocated to each CGU is detailed below:
(in thousands of Euro) 31-Dec-12 31-Dec-11
CGU Spain 6,787 6,684
CGU France 15,624 15,348
CGU Italy 283,119 264,632
CGU Coin 9,264 9,264
Total 314,794 295,928
The recoverable amounts of the CGUs were determined considering their value in use, from the point of view of the
entity that carries out the business, for which it assumes a value proportionate to the expected cash fl ows arising
from its continued use and disposal at the end of activities. The Group used the projected cash fl ows included in the
Parent’s 2013-2015 business plan to calculate the value in use of the four CGUs and extrapolated the cash fl ows after
three years in perpetuity assuming cash fl ows in line with those of the business plan’s third year.
Specifi cally, these fl ows were the sum of: (i) adjusted forecast NOPLAT (net operating profi t less adjusted taxes) for
2015 (adjusted considering the Group’s scheduled depreciation plan), (ii) investments equal to the maintenance
amortisation. No changes in working capital were foreseen in the calculation of the Terminal Value. The resulting
cash fl ow was projected to grow by factor g equal to 1%.
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The discount rate applied to the projected cash fl ows is the same for all the CGUs since debt is managed at
Group level. Calculation of the rate is shown in the table below; it was determined using the expected average
indebtedness:
WACC components 31-Dec-12 31-Dec-11
Risk free rate 4.5% 7.1%
Market risk premium 5.0% 5.0%
Unlevered Beta 0.47 0.50
Cost of equity 10.8% 11.1%
Cost of debt 5.0% 4.3%
Tax eff ect 27.5% 27.5%
Cost of debt after tax 3.6% 3.1%
Weight D/(D+E) 46.5% 45.2%
Weight E/(D+E) 53.5% 54.8%
WACC 6.96% 7.51%
The yield rate for 10-year government bonds at the start date of the business plan was used as the risk free rate.
An unlevered Beta of 0.47 was used, recalculated considering a leverage eff ect based on the sector’s average
debt/equity ratio.
The business plan assumptions include an increase in turnover over the three years from 2013 - 2015 in line
with previous years and an upturn in gross profi t compared to the 2012 actual fi gure. Operating costs are
expected to increase in line with the Group’s forecast growth.
The Group determined the recoverable amount using the Unlevered Discounted Cash Flow model. For
goodwill impairment test purposes, the recoverable amount was assumed to be equal to the relevant
enterprise value, which is the mathematical sum of the present value of the cash fl ows generated by ordinary
operations (“operating value”).
No need for the recognition of impairment losses has emerged from the comparison of the carrying and
recoverable amounts.
Sensitivity analysis
The Group performed a sensitivity analysis of the estimated recoverable amount considering the current and
forecast economic situation and the results of the impairment tests for 2012.
At 31 December 2012, assuming a g rate constant at 1%, a 0.5% increase in WACC would not lead to the
carrying amount exceeding the recoverable amount for any CGU. The same result would be caused by a
deterioration of 5% in cash fl ows.
The discount rates that make the CGUs’ recoverable amounts equal to their carrying amounts are set out in
the following table:
31-Dec-12 31-Dec-11
CGU Spain 9.46% 10.36%
CGU France 7.60% 9.21%
CGU Italy 7.60% 7.88%
CGU Coin 10.89% 15.24%
To review its impairment indicators the Group takes into consideration the relationship between its market
capitalisation and its carrying amount, among other factors. At 31 December 2012, the Group’s market
capitalisation was below the carrying amount of shareholders’ equity, a situation which would indicate a
potential impairment of goodwill and operating segment assets. Despite this, based on the above analysis,
the Group decided not to reduce the goodwill and other assets for the CGU in question at 31 December 2012.
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12 PROPERTY, PLANT AND EQUIPMENT
The table below shows the movements in historical cost and in accumulated depreciation during the period:
(in thousands of Euro)Land and buildings
Plant and machinery
Industrial and commercial equipment Other assets
Assets under construction and
payments on account
Investmnt Property Total
At 1 January 2012 48,752 9,372 269,778 46,663 1,000 1,465 377,030
Additions 1,642 1,771 29,199 3,945 496 - 37,053
Disposals (1,870) (15) (11,240) (1,350) - - (14,475)
Changes in scope of consolidation (1,996) 105 20,430 1,087 - - 19,626
Reclassifi cations - 651 (555) 238 (511) - (177)
At 31 December 2012 46,528 11,884 307,612 50,583 985 1,465 419,057
At 1 January 2012 (8,575) (7,533) (184,682) (35,923) - (341) (237,054)
Depreciation (1,113) (791) (27,621) (4,723) - (36) (34,284)
Changes in scope of consolidation 829 (42) (8,456) (479) - - (8,148)
Disposals 269 8 9,683 1,057 - - 11,017
Reclassifi cations (223) 223 - - - -
At 31 December 2012 (8,590) (8,581) (210,853) (40,068) - (377) (268,469)
Net carrying amount:
At 1 January 2012 40,177 1,839 85,096 10,740 1,000 1,124 139,976
Of which leased 34,804 - 5,252 3,149 1,124 44,329
At 31 December 2012 37,938 3,303 96,759 10,515 985 1,088 150,588
Of which leased 24,208 882 9,146 2,998 1,088 38,322
2012 capital expenditure mainly involved industrial and commercial equipment, in which category all
purchases of automated vending machines are classifi ed. This expenditure is part of the Group’s normal
renewal of its machines, an increase in its business and part of the vending activity.
The carrying amount of property, plant and equipment under fi nance lease or rented, under leases that
qualify as fi nance leases as per IFRS, is EUR 37,234 thousand. Such assets are mainly property, industrial and
commercial equipment and other assets.
“Other assets” include vehicles, cars, offi ce electronic equipment and furnishings and fi ttings.
Capitalised internal costs as part of revamping activities (for automated vending machines)
totalled 4.9 million (EUR 4.2 million in 2011).
13 EQUITY INVESTMENTS
This caption includes the Group’s share of equity (including goodwill) of the equity-accounted investees.
The following table provides a list of the main investments:
(in thousands of Euro)
Consolidated carrying amount Investment’s carrying amount Share or profi t (loss)
31-Dec-12 31-Dec-11 31-Dec-12 31-Dec-11 31-Dec-12 31-Dec-11 Previous years.
Ciesse Caff è S.r.l. 161 162 212 212 - (79) 28
Ristora System S.r.l. 2,479 2,437 2,397 2,397 42 39 1
Universo vending S.r.l. 417 408 200 200 9 - 208
Espresso Service Proximitè 2,441 2,441 2,683 2,683 - 88 (329)
Totale 5,498 5,448 5,492 5,492 51 48 (92)
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These investments are of a long-term and strategic nature. When an associate has fi nished its useful life, is no
longer active and will be wound up, it is excluded from the consolidation scope and the related investment
therein is impaired using the methods described earlier.
The following table gives details of the main fi nancial highlights of the companies consolidated with the
equity method:
(in thousands of Euro)
Total assets Revenue Profi t (loss)
31-Dec-12 31-Dec-11 31-Dec-12 31-Dec-11 31-Dec-12 31-Dec-11
Ciesse Caff è S.r.l. n.d. 1,108 n.d. 2,505 n.d. 2
Ristora System S.r.l. n.d. 2,412 n.d. 74 n.d. 140
UniversoVending S.r.l. n.d. 6,504 n.d. 14,047 n.d. 34
Espresso Service Proximitè n.d. 19,486 n.d. 31,069 n.d. 238
Totale n.d. 29,510 n.d. 47,695 n.d. 414
n.a. not available at the date of approval of the IVS Group’s 2012 consolidated fi nancial statements.
14 CURRENT AND NONCURRENT FINANCIAL ASSETS
Non-current fi nancial assets are mainly composed of:
- parent company loan to the associate Immobiliare Vending S.r.l. for EUR 2,242 thousand;
- loan of the joint-venture Time Vending S.r.l., consolidated with the proportional method, to IVS Italia S.r.l. for
EUR 100 thousand;
- receivable for a life insurance policy for one of the directors of Fast Service Italia S.r.l. to be paid to the
company, totalling EUR 544 thousand;
- bonds recognised by the subsidiary Coin Service S.p.A., purchased with the temporary cash surplus from
coin management and later held against bank advances specifi cally granted by banks. Specifi cally, this
caption includes bonds that mature after 31 December 2013, i.e., the EUR 6,600 thousand bonds subscribed
with Banca di Credito Cooperativo di Cambiano that mature in 2014.
Current fi nancial assets are composed of bonds held for transactions similar to the above and maturing by
31 December 2013. These fi nancial instruments total EUR 4,500 thousand and are also subscribed with
Banca di Credito Cooperativo di Cambiano and mature in January and October 2013.
Based on the banks’ proven intention to continue the credit lines servicing the investments and considering
the lack of any restrictions (including legal) that may impair the companies’ ability to hold the bonds to
maturity, the directors can confi rm the Group’s actual intention and ability to hold such bonds to maturity,
which were further confi rmed at the reporting date. Accordingly, the bonds have been classifi ed as
held-to-maturity investments.
15 INVENTORIES
The following table shows inventories at 31 December 2012 and 2011:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation
Raw materials, supplies and consumables 90 59 31
Work in progress and semi-fi nished products - - -
Finished goods 16,866 14,295 2,571
Spare parts 2,238 1,959 279
Total 19,194 16,313 2,881
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The closing balance mainly consists of food products, diff erent models of automated vending machine, spare
parts for the machines and, to a lesser degree, sundry materials such as work clothing and sundry accessories.
No provision for inventory write-down has been made as the obsolescence risk is zero, given the high
turnover rate of the goods and ongoing monitoring of the shelf life of products in the warehouse as per the
Group’s plan which complies with HACCP requirements.
16 TRADE RECEIVABLES
The following table gives a breakdown of trade receivables and the related allowance for impairment at
31 December 2012 and 2011:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation
Customers 19,590 14,831 4,759
Associates 329 131 198
Parent companies 131 - 131
Allowance for impairment (1,003) (874) (129)
Total 19,047 14,088 4,959
The group companies do not have signifi cant risk concentration at the reporting date. Trade receivables, due
within one year, do not usually bear interest and are generally paid after 30/60 days.
The signifi cant increase compared to the previous year is mainly due to receivables from various acquisitions
made during the year. Specifi cally, at 31 December 2012 the receivables of Fast Service Italia S.r.l. totalled
approximately EUR 1.2 million, S.Italia S.r.l. EUR 1 million and Mr Vending S.r.l. EUR 1.6 million.
The receivables are reported net of an allowance for impairment, totalling EUR 1,003 thousand; annual
allowances are made by the single Group companies identifying in detail the receivables to write down and
thus refl ect a specifi c impairment.
In terms of ageing of trade receivables at 31 December 2012, the following should be noted:
(in thousands of Euro) 31-Dec-12 Inc % 31-Dec-11 Inc %
Customers
Not yet due 8,310 42% 4,787 32%
Overdue by 0 to 30 days 1,900 10% 1,084 7%
Overdue by 30 to 60 days 1,733 9% 994 7%
Overdue by 61 to 90 days 738 4% 680 5%
Overdue by more than 91 days 6,910 35% 7,285 49%
Totale 19,590 100% 14,830 100%
17 TAX ASSETS AND LIABILITIES
Tax assets are amounts due to the group companies by the tax authorities of the countries in which they
reside for direct taxes which should be recovered in a reasonable timeframe. They amount to EUR 2,498
thousand at the reporting date (EUR 349 thousand in 2011).
Tax liabilities relate to unpaid current taxes for the year due by the group companies to tax authorities.
They are calculated using the rates enacted in the diff erent countries in which the companies reside and
amount to EUR 2,580 thousand at the reporting date (EUR 826 thousand in 2011).
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18 OTHER CURRENT ASSETS
The following table shows other current assets at 31 December 2012 and 2011:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation
Receivables from others due within one year 2,980 2,779 201
Other current securities 21 21 -
Accrued income 208 221 (13)
Prepayments 3,993 3,416 577
Tax assets unrelated to income taxes 34,195 23,960 10,235
Total 41,397 30,397 11,000
Receivables from others mainly relate to guarantee deposits and advances to suppliers.
Prepayments and accrued income refer to costs incurred in advance, such as bank fees, maintenance
instalments, utilities, sundry services, insurance, lease, automated vending machine location and slotting fees
for automated vending machines, etc.
Tax assets unrelated to income taxes mostly consist of VAT assets which do not bear interest until their
reimbursement has been formally claimed. They are usually settled on a quarterly basis with the relevant tax
authorities. The increase in this caption, in addition to the eff ect of acquisitions made during the year, is due
to an increase in the average repayment time for quarterly receivables. As a matter of fact, payment by the
tax authorities may take even more than 365 days from when the claim from reimbursement is fi led.
19 CASH AND CASH EQUIVALENTS
The following table shows cash and cash equivalents at 31 December 2012 and 2011:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation
Ordinary bank and postal accounts 6,287 3,738 2,549
Cash-in-hand and cash equivalents 8,324 7,689 635
Current accounts - Coin Group Coin Clearing 7,220 1,900 5,320
Coin Group coin deposit 6,986 22,800 (15,814)
Total 28,817 36,127 (7,310)
Ordinary bank deposits are mainly available on sight and bear interest at fl oating rates.
Cash-in-hand and cash equivalents are composed of cash collected from the sale of food and beverages from
vending machines not yet deposited at banks at the reporting date.
Clearing current accounts are composed of current accounts used by the Coin Group to pay and collect the
corresponding amount of pick-ups and deliveries of coins to customers.
The coin deposit is represented by coins stored in the vault of the Coin Group companies which as of the
reporting date, based on pick-ups from customers, was completely available to the Group.
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20 NET FINANCIAL INDEBTEDNESS
The Group’s net fi nancial indebtedness at 31 December 2012 and 2011 is as follows:
(in thousands of Euro) 31-Dec-12 31-Dec-11
Current securities (Coin) 4,787 13,100
Cash and cash equivalents 28,817 36,127
Derivatives 23 -
Cash and current fi nancial assets 33,627 49,227
Short-term loans payable (79,906) (129,241)
Liabilities towards debenture holders (8,083) -
Derivatives (10,245) (3,897)
Current fi nancial debt (98,234) (133,138)
Medium/long term loans payable (113,682) (147,812)
Liabilities towards debenture holders - (134,290)
Liabilities towards shareholders for loans - (11,590)
Non-current fi nancial debt (113,682) (293,692)
Net fi nancial indebtedness (*) (178,289) (377,603)
Held-to-maturity investments 6,600 11,000
Non-current loans and receivables 2,887 2,204
Other non-current assets - from others 274 332
Net fi nancial position (168,528) (364,068)
(*) Pursuant to CESR’s recommendation dated 10 February 2005 (“Recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses”)
The Group’s net fi nancial indebtedness of EUR 168,528 thousand at the reporting date is mainly due to:
- the debt resulting from interest not yet paid by the parent for bonds expiring at the beginning of the year
totalling EUR 8,083 thousand;
- the bank loan taken out by IVS Italia S.p.A. in 2008 for an original principal of EUR 200 million which has an
outstanding amount of EUR 89,854 thousand at 31 December 2012;
- the BNL loan of EUR 21 million agreed by Vending System Italia S.p.A. with an outstanding amount of EUR 15,280
thousand at the reporting date;
- other minor loans agreed by the Italian subsidiaries Fast Service Italia S.r.l. and Mr Vending S.r.l. for a total of EUR
2,422 thousand and foreign subsidiaries for a total of EUR 1,443 thousand;
- the loan agreed by non-controlling shareholders to some Italian companies for EUR 1,872 thousand;
- fi nance leases and loans of EUR 19,630 thousand and EUR 11,961 thousand, respectively, agreed to purchase
equipment by group companies;
- bank loans and borrowings of EUR 16,063 thousand for credit facilities;
- fi nancial liabilities of derivatives recognised in the fi nancial statements totalling EUR 10,245 thousand;
- a non-current loan due from the associate Immobiliare Vending S.r.l. totalling EUR 2,242 thousand.
and the following asset and liability items related to the Coin operating segment:
- the Mediocredito loan agreed by Coin Partecipazioni S.p.A. with an outstanding amount of EUR 4,645 thousand
at the reporting date;
- the loan agreed by non-controlling shareholders totalling EUR 3,587 thousand;
- fi nance lease contracts for purchasing equipment for EUR 572 thousand;
- liabilities to customers. totalling EUR 15,250 thousand, from coins picked up and lodged with the company’s coin
counting rooms whose value as of the reporting date had not been returned to the customer;
- trade receivables totalling EUR 287 thousand, for coins delivered to customers whose value at the reporting date
had not been collected by Coin Group companies;
- bank loans and borrowings of EUR 10,895 thousand for credit facilities to manage cash fl ows related to Coin
Group company business;
- bonds recognised as fi nancial assets totalling EUR 11,100 thousand;
- coins picked up from customers which at the reporting date were stored at the company’s counting rooms
totalling EUR 14,205 thousand.
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21 SHAREHOLDERS’ EQUITY
Merger between Italy1 Investment S.A. and IVS Group Holding S.p.A.
On 12 April 2012, the shareholders’ meetings of Italy1 Investment S.A. and of IVS Group Holding S.p.A.
resolved the merger by incorporation of IVS Group Holding S.p.A. into Italy1 Investment S.A.
A minority of the shareholders of Italy1 Investment S.A. exercised the right of redemption on the shares
underwritten at the time of the IPO. This redemption regarded 3,199,011 class “A” shares which were
re-acquired by Italy1 Investment S.A. for a total cost of EUR 31,720 thousand. Following this operation these
shares were recorded by the company as treasury shares.
The exchange ratio established by the merger project resulted in the allocation to the sole shareholder of
IVS Group Holding S.p.A. (IVS Partecipazioni S.r.l. now a S.p.A.) of No. 22,702,256 newly issued class “A” shares
in Italy1 Investment S.A..
Italy1 Investment S.A. was a Luxembourg company listed on the Italian stock exchange (MIV) which held
liquid resources gathered from the investors for the purpose of carrying out an extraordinary operation with
an unlisted operating company (target company). Therefore, Italy1 Investment S.A. does not satisfy the one of
the requisites necessary to qualify as a business combination as defi ned by IFRS 3.
The operation was classed for accounting purposes as a share-based payment (as defi ned by IFRS 2) by IVS
Group Holding S.p.A.: therefore it is comparable to a share issue by the abovementioned IVS Group Holding
S.p.A. in exchange for the net assets of Italy1 Investment S.A. and of its Belgian subsidiary. Consequently,
these shares were considered as virtually assigned to the shareholders of Italy1 Investment S.A. (prior to the
operation) in proportion to the equity investment acquired in the IVS Group.
Fundamentally, the operation is represented in a manner similar to the recording of a reverse asset
acquisition foreseen by IFRS 3. Nevertheless, in the absence of a business combination, it is not possible to
recognise goodwill and other intangible assets. Consequently, the eventual diff erence between the fair value
of the shareholders’ equity of Italy1 Investment S.A. prior to the acquisition and the fair value of the capital
instruments issued, is recorded in the income statement for the period.
The fair value of the capital instruments issued amounts to EUR 130,510 thousand and represents the
fair value of the shares that IVS Group Holding S.p.A. would have required to issue in order to obtain the
same exchange ratio in the company resulting from the operation, had this taken the legal form of an
acquisition by IVS Group Holding S.p.A. of 100% of the shares of Italy1 Investment S.A..
The fair-value of the shareholders’ equity of Italy1 Investment S.A. prior to the acquisition was as follows:
(in thousands of Euro) Fair-Value of Italy1 Investment at 16 May 2012
Cash and cash equivalents 119,065
Other current assets 24
Derivative instruments (warrants) (9,014)
Other liabilities (5,042)
Net assets acquired 105,033
Given that the fair value of the shareholders’ equity of Italy1 Investment S.A. and of its Belgian subsidiary prior
to the acquisition was lower than the fair-value of the capital instruments issued, the negative diff erence of
EUR 25,477 thousand was recorded in the consolidated income statement of the period under the heading
“Other non-recurring income/expenses”.
Therefore shareholders’ equity comprises the consolidated Group shareholders’ equity of IVS Group Holding S.p.A.,
increased by the fair-value of the share capital increase carried out as part of the reverse asset acquisition.
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The share capital corresponds to that of Italy1 Investment S.A. given that, from a juridical/legal point of view,
this must refl ect the value per share of the capital eff ectively underwritten by the shareholders in the listed
company.
Other share capital increases
The IVS Group Holding S.p.A. shareholders voted for various share capital increases between March and
May released in cash for a total of EUR 135,705 thousand, of which EUR 1,230 for share premium. These
increases, together with the values retained from the previous year, following the non-recurring reverse asset
acquisition between IVS Group Holding S.p.A. and Italy1 Investment SA, were reclassifi ed as “Other Share
Capital Reserves” in order to adjust the “Share Capital” and “Share Premium Reserve” as resulting from those of
the merging Italy1 Investment SA.
During October and November a conversion option with “cashless” procedure was exercised for 4,500
warrants which generated the issue of 235 new Class A shares an a Euro 4 share capital increase and an EUR 2
thousands share premium reserve.
Share Capital
The share capital underwritten and paid up as of 31 December 2012 (including own shares held in portfolio)
is comprised of No. 38,952,491 class “A” shares , No.1,250,000 class “B2” shares and No. 1,250,000 class “B3”
shares. These shares, without par value and with normal dividend rights, amount to a total of EUR 386,892.
The treasury shares acquired as a result of the reverse asset acquisition operation amount to EUR 31,720 thousand
are comprised of No. 3,199,011 class “A” shares, equivalent to 8.5% of the total class “A” shares initially issued.
The class “A” shares are listed market shares without a nominal value.
It should be noted that on 16 November 2012 the shareholder IVS Partecipazioni S.p.A. paid the parent IVS
Group S.A. a non-refundable deposit of EUR 3,221 thousand to purchase treasury shares of IVS Group S.A. and
not fi nalised as of the reporting date for 344,483 shares at a price of EUR 9.35 per share.
Conversion into market shares
The following conditions apply for the conversion into market shares of the shares issued in prior years in
favour of the founding shareholders:
• Class B1 Shares have been automatically converted into Class A Shares after six months from the date of
completion of merger at a ratio of one Class A market share per Class B1 Share on 16 November 2012 in
accordance with article 8 of the parent’s statute;
• Class B2 Shares shall be automatically converted into Class A Shares at a ratio of one Class A Share per Class
B2 Share upon confi rmation by the Board of Directors that the per market shares volume-weighted average
price quoted on the Italian Stock Exchange for any period of 20 trading days out of 30 consecutive trading
days (whereby such 20 Trading Days do not have to be consecutive) equals or exceeds EUR 11.00;
• Class B3 shares shall be automatically converted into class A shares at a ratio of one class A share per class
B3 share upon confi rmation by the Board of Directors that the VWAP for any period of 20 Trading Days out
of 30 consecutive Trading Days (whereby such 20 Trading Days do not have to be consecutive) equals or
exceeds EUR 12.00.
Dividend rights
The Class “A”, “B2” and “B3” shares all enjoy equal dividend rights.
Voting rights
The extraordinary operation foreseen by the Company Statute having been completed, the Class “A”, “B2” and
“B3” shares all enjoy equal voting rights.
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Circulation restrictions
The Class “B2” and “B3” shares are held in escrow, awaiting the occurrence of the conditions for their release
and conversion into Class “A” shares.
Stock exchange listing
The class “B2” and class “B3” shares are not listed on any stock exchange.
Share premium reserve
This comprises the share premium reserve present in Italy1 Investment S.A. at 1° January 2012, increased by
EUR 219,788 thousand for the eff ects present in the separate fi nancial statements of the Parent company
following the merger by incorporation of IVS Group Holding S.p.A. in Italy1 Investment S.A..
As of the reporting date the reserve had increased in part due to exercising of the warrants described above.
Other reserves
These comprise:
• The other capital reserves, relative to the impact on shareholders’ equity of operations not refl ected in the
changes in share capital and in share premium reserve. At 31 December 2012 this reserve shows a positive
balance of EUR 9,400 thousand.
• The cash-fl ow hedge reserve, relative to the cash fl ow hedges stipulated by the Group. At 31 December 2012
this reserve showed a negative balance of EUR 1,662 thousand following an increase of EUR 555 thousand for
the variations in the values of mark to market values of derivative hedging instruments during 2012.
Details of the composition of and variations in shareholders’ equity are shown in the relative Statement of
changes in Shareholders’ equity.
Shareholders’ equity attributable to non-controlling interests
The shareholders’ equity attributable to non-controlling interests fell from EUR 7,403 thousand at
31 December 2011 to EUR 4,166 thousand at 31 December 2012 as a result of the following:
• Increase for the total result of the period for EUR 1,195 thousand;
• Decrease for acquisition of non-controlling interests, already described above (for EUR 4,245 thousand);
• Decrease for dividends paid to minority shareholders of the subsidiary Coin, for EUR 188 thousand.
22 EMPLOYEE BENEFITS
This caption amounts to EUR 6,729 thousand at the reporting date (EUR 5,531 thousand in 2011).
As disclosed in the section on the accounting policies, the Group has defi ned contribution and defi ned
benefi t plans for its Italian and French employees only.
The assumptions used to calculate the Group’s obligations in respect of the long-term benefi ts are set out below:
Calculation date 31-Dec-12 31-Dec-11
Mortality rate RG48 charts IPS55 charts
Invalidity rate INPS charts INPS-2000 charts
Personnel turnover rate 3.00% 3.00%
Discount rate 3.20% 4.50%
Management salary increase rate 3.00% 3.00%
Junior management salary increase rate 3.00% 3.00%
White collar salary increase rate 3.00% 3.00%
Blue collar wage increase rate 3.00% 3.00%
Advance rate 2.00% 2.00%
Infl ation rate 2.00% 2.00%
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Changes in the present value of defi ned benefi t obligations are as follows:
(in thousands of Euro) 31-Dec-12 31-Dec-11
Initial defi ned benefi t obligations 5,531 5,610
Post-employment benefi ts acquired from other companies 498 286
Service cost 367 41
Interest cost 243 219
Paid out/advanced (775) (576)
Actuarial gain/losses 865 (49)
Final defi ned benefi t obligations 6,729 5,531
23 PROVISIONS FOR RISKS AND CHARGES
This caption relates to the non-current portion of provisions for risks and charges and comprises:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation
Tax 154 48 106
Others 660 458 202
Total 814 506 308
The other provisions include the estimated certain or probable liabilities, mainly related to civil and/or labour
pending disputes.
There are no other potential liabilities at the reporting date other than those provided for in this caption,
given their risk level.
24 DEFERRED TAX ASSETS AND LIABILITIES
The following table provides a breakdown of the temporary diff erences giving rise to deferred tax assets and
liabilities:
(in thousands of Euro) 31-Dec-11 Result Other changes 31-Dec-12
Untaxed provisions 598 33 - 631
Impairment losses on intangible assets 229 (29) 3 203
Carry forward of tax losses 445 3,458 748 4,651
Carry forward of interest expense 122 (16) 92 198
Carry forward of ACE - 1,736 - 1,736
Derivatives 841 - (211) 630
Customer list (4,440) 400 (12,649) (16,689)
Employee benefi ts (314) 55 77 (183)
Leased assets (3,681) 969 (95) (2,808)
Other 141 (645) (39) (544)
Consolidation adjustments 2,201 23 - 2,224
Net amount (3,858) 5,983 (12,075) (9,949)
Deferred tax liabilities total EUR 20,906 thousand (EUR 8,756 thousand at 31 December 2011), while deferred
tax assets total EUR 10,956 thousand (EUR 4,897 thousand at 31 December 2011).
Net deferred taxes recognised in equity reserves amounted to EUR 29 thousand at the reporting date.
Deferred tax assets are recognised when their recoverability is deemed probable based on the business plan
approved by the Parent’s board of directors.
No deferred tax liabilities were recognised at the reporting date for taxes on undistributed profi t of the
subsidiaries, associates or joint ventures. The Group decided that undistributed profi t of its subsidiaries,
associates or joint ventures will not be distributed in the foreseeable future.
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25 FINANCIAL LIABILITIES
The following table gives a breakdown of fi nancial liabilities split between current and non-current and by
category:
(in thousands of Euro)
31-Dec-12 31-Dec-11
Non-current Current Total Non-current Current Total
Due towards banks for loans 89,192 24,494 113,686 109,602 43,923 153,525
Due towards leasing companies 16,055 4,147 20,202 13,119 3,678 16,797
Due towards other providers of fi nance 8,435 24,307 32,742 25,091 47,674 72,765
Liabilities towards shareholders for loans - - 11,590 - 11,590
Liabilities towards debenture holders - 8,084 8,084 134,290 - 134,290
Current account overdrafts - 26,957 26,957 - 33,966 33,966
Fair value of derivative instruments - 10,245 10,245 - 3,897 3,897
Total 113,682 98,234 211,916 293,692 133,138 426,830
A breakdown of non-current liabilities by due date is as follows:
(in thousands of Euro) Amount
2014 28,336
2015 16,131
2016 44,546
2017 2,447
2018 5,821
Beyond 16,402
Total non-current fi nancial liabilities 113,682
Details of the loan agreement signed by IVS Italia S.p.A. and the main fi nancial transactions undertaken
during the year are as follows:
a) The loan agreement signed in 2008 established that IVS Italia S.p.A. subordinated the repayment of the
principal of the shareholders’ loan until it had met the contractual covenants with the bank syndicate. With
respect to the interest on the shareholders’ loan to be paid to the Parent, IVS Italia S.p.A. is obliged by contract:
• not to pay interest on this loan to IVS Group S.p.A. until after 15 December and 15 June of each year, up to
a maximum annual nominal rate of 8% calculated on the shareholders’ loan and, moreover, subordinated
to payment of interest on the syndicated loan, repayment of Tranche A (EUR 10 million on 10 December
and 10 June of each year) and consignment of a statement to the Agent Bank confi rming that payment
of interest on the shareholders’ loan does not prejudice compliance with the contractual covenants in the
current and subsequent six months;
• not to pay interest on the shareholders’ loan to IVS Group S.p.A. in excess of the maximum annual
nominal rate of 8%, capitalised and not distributed unless the net fi nancial indebtedness/gross operating
profi t ratio is less than 2.7 and, moreover, subordinated to payment of interest on the syndicated loan,
repayment of Tranche A (EUR 10 million on 10 December and 10 June of each year) and consignment of
a statement to the Agent Bank confi rming that payment of interest on the shareholders’ loan does not
prejudice compliance with the contractual covenants in the current and subsequent six months.
b) On 28 June 2010 and then again on 3 April 2012, the banks formalised documents modifying the loan
contract existing with the bank syndicate headed by IntesaSanPaolo, in order to adjust some contract
clauses due to changes in the economic-fi nancial context.
c) In terms of liabilities related to derivative contracts signed by the subsidiary IVS Italia S.p.A., during 2009
and again in December 2012, in addition to the existing contract classifi ed as speculative, derivative
contracts were signed on interest rates in order to mitigate the risk of their fl uctuation: as the derivatives
qualifi ed for hedge accounting under IAS 39, the mark to market loss (net of the mark to market gain of
EUR 23 thousand recognised on the derivative signed at the end of December 2012) of hedge contracts
totalling EUR 1,661 thousand (net of the eff ect of deferred tax assets) recognised by the banks at the
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reporting date, was recognised in a specifi c Shareholders’ Equity reserve (adjusting its balance of EUR 2,217
thousand recognised at 31 December 2011). The mark to market gain of EUR 107 thousand (compared to
a gain of EUR 115 thousand at 31 December 2011) on the sole derivative classifi ed as speculative has been
recognised directly in profi t or loss.
This loan - originally granted for EUR 200 million, with EUR 90 million outstanding at the reporting date -
includes some covenants which establish, among other things, compliance with some fi nancial and equity
ratios. At the reporting date, the loan subject to these covenants represented 44,63% (31% at 31 December
2011) of the Group’s total fi nancial indebtedness (EUR 201,671 thousand at 31 December 2012).
In June 2010, IVS Italia S.p.A. signed an amendment to the loan agreement with the syndicate banks which
included changes to certain of the covenants provided for by article 18.2 (A)(3). Specifi cally, the consolidated
fi nancial statements of IVS Italia S.p.A. show:
The net fi nancial indebtedness/gross operating profi t ratio must not be greater than:
• 2.70x from 31 December 2012 until the loan agreement expires.
a gross operating profi t/net fi nancial expense ratio not lower than:
• 6.00x from 31 December 2010 until the loan agreement expires.
All these ratios were met at the reporting date.
26 DERIVATIVE FINANCIAL INSTRUMENTS
The table below summarises the impact on the income statement of the derivative instruments recorded in
the Group’s fi nancial statements:
31-Dec-12 31-Dec-11 Variation
Cash fl ows from interest rate hedging derivatives (1,520) (856) (664)
Cash fl ows from interest rate speculative derivatives (302) (386) 84
Impact on the income statement of derivative fl ows (1,822) (1,242) (580)
Positive (Negative) variation in MTM interest rate speculative derivatives 107 115 (8)
Positive (Negative) variation in fair-value of warrants 1,813 0 1,813
Impact on the economic statement of derivative MTM variation 1,921 115 1,805
At 31 December 2012, IVS Group S.A. has No. 14,995,500 market warrants and No. 5,000,000 of founders
shareholders warrants in circulation. These warrants are treated for accounting purposes as derivative
instruments in conformity with the requirements of IAS 32, given that they are exercisable on a cashless basis.
They are recorded under current liabilities.
The unit market value of these warrants as of 31 December 2012 amounted to EUR 0.36 and, consequently,
the relative liability recorded in the consolidated fi nancial statements of the IVS Group amounts to EUR 7,198
thousand.
The Group uses the following fair value hierarchy based on diff erent valuation techniques to determine and
document the fair value of fi nancial instruments:
• level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
• level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices) ;
• level 3: inputs for the asset or liability that are not based on observable market data.
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Financial instruments at fair value are as follows at the reporting date:
(in thousands of Euro) Level 1 Level 2 Level 3 Total
Warrants (7,198) - - (7,198)
Derivative interest rate instruments - (3,047) - (3,047)
They comprised the following at December 31, 2011:
(in thousands of Euro) Level 1 Level 2 Level 3 Total
Warrants
Derivative interest rate instruments - (3,897) - (3,897)
No transfers from level 1 to level 2 or vice versa took place during the period.
27 VALUE OF FINANCIAL ASSETS AND LIABILITIES
The following table compares the carrying amounts and fair values of the fi nancial asset and liability classes
at 31 December 2012 and 31 December 2011:
(in thousands of Euro)
31-Dec-12 31-Dec-11
Fair value Carrying amount Fair value Carrying amount
Financial assets
Cash and cash equivalents 28,817 28,817 36,127 36,127
Trade receivables 19,244 19,244 14,088 14,088
Equity investments 5,591 5,591 5,543 5,543
Other fi nancial assets 14,571 14,571 26,635 26,635
Total 68,223 68,223 82,393 82,393
Trade payables 68,806 68,806 61,365 61,365
Derivatives 10,245 10,245 3,897 3,897
Finance lease liabilities 20,202 20.202 16,797 16,797
Variable rate loan liabilities 32,742 32,742 72,765 72,765
Liabilities towards debenture holders 8,084 8,084 134,290 134,290
Bank loans and borrowings 113,687 113,687 153,525 153,525
Other current loan liabilities 26,957 26,957 33,966 33,966
Shareholders’ loans - - 11,590 11,590
Total 280,722 280,722 488,195 488,195
The trade receivables and payables are all current and their carrying amount is fairly equal to their fair value.
Derivatives are recognised and measured at fair value at the reporting date.
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28 OTHER CURRENT LIABILITIES
The following table shows other current liabilities at 31 December 2012 and 2011:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation
Other liabilities 29,292 10,768 18,524
Accrued expenses 11 176 (165)
Deferred income 328 11 317
Social security charges payable 4,449 3,365 1,084
Tax liabilities (excluding income taxes) 2,513 2,131 382
Total 36,593 16,451 20,142
The increase of other liabilities is due to the increase in liabilities for balances still to pay for the acquisition
of equity investments and business units, which, as described in note 7, total EUR 15,013 thousand (net of
the non-current share to pay to the sellers of Fast Service Italia S.r.l. totalling EUR 9,531 thousand classifi ed in
“Other non-current liabilities”): this amount is mainly due to EUR 12,950 thousand for the acquisition of Fast
Service Italia S.r.l. and EUR 1,538 thousand for the acquisition of business units made during the year.
Like last year, other liabilities also include payables to employees for December 2012 remuneration, paid
in January 2012, unpaid accrued holidays and leave, deposits received from holders of charge keys used to
purchase food and beverages from the vending machines, advances from customers and/or suppliers.
Social security charges payable include amounts due to the relevant institutions for the annual contributions
in line with the diff erent legislation ruling in the countries in which the Group is based (Italy, France and Spain).
Other tax liabilities, part of which is due within one month, mainly consist of withholdings on wages and
salaries of the Italian employees.
29 CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
Contingencies and commitments
Existing guarantees at the reporting date were mostly given for fi nancing granted by third parties to group
companies or for their involvement in tenders.
The following should be noted:
- during the second half of 2011 the subsidiary DAV SA underwrote a real estate leasing contract for
approximately EUR 3.5 million. At 31 December 2012 this contract was designated as fi nance leasing but
neither the leased assets nor the corresponding fi nancial liability have been recorded in the fi nancial
statements, given that at 31 December 2012 the company was not authorised to use these leased assets as
the buildings in question were still under construction);
- the entire share capital of IVS Italia S.p.A, as well as 90% of the shares of the subsidiary EVS S.r.l. were
pledged as security against a loan of EUR 200 million from a bank syndicate;
- all of the Vending System Italia S.p.A. shares were given as a pledge against a loan granted to the company
by the bank syndicate headed by BNL;
- at 31 December 2012 the vaults of the Coin Group contained a total of EUR 49,125 thousand (EUR 30,315
thousand in 2011) of monies belong to third parties, for which the company has stipulated specifi c
insurance contracts;
- the subsidiary Fast Service Italia S.r.l. has pledged to Credito Valtellinese the policies stipulated with La
Venezia Assicurazioni and Allianz Subalpina for a total insured capital of EUR 544 thousand corresponding
to the premiums paid and recorded in the fi nancial statements under the heading non-current fi nancial
assets.
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Restrictions on the distribution of profi ts
As of December 31, 2012, equity as defi ned under Luxembourg law and regulations consisted of:
(in thousands of Euro) 31-Dec-12
Share capital 387
Share Premium 342,928
Legal Reserve -
Treasury shares reserve 31,720
Retained earnings including net resut for the year ended December 31, 2012 (11,297)
Total 363,738
At least 5% of the Company’s net income per year, as calculated in accordance with Luxembourg law and
regulations, must be allocated to the creation of a legal reserve equivalent to 10% of the Company’s share
capital. As of December 31, 2012, this reserve is zero.
Dividends may not be paid out of the legal reserve.
The Company may pay dividends to the extent, among other conditions, that it has distributable retained
earnings calculated in accordance with Luxembourg law and regulations.
At December 31, 2012, distributable amount under Luxembourg law totals EUR 331,592 thousands, as
detailed below:
(in thousands of Euro) 31-Dec-12
Retained earnings at December 31, 2012 under Luxembourg law (11,297)
Share Premium 342,928
Legal Reserve (10% of Share Capital) (39)
Distributable amount at December 31, 2012 under Luxembourg law 331,592
NOTES TO THE MAIN INCOME STATEMENT CAPTIONS
30 REVENUE FROM SALES AND SERVICES
The following table shows changes in this caption and a breakdown by geographical segment:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation Var %
Italy Operating Segment 236,171 225,479 10,692 5%
France Operating Segment 23,739 24,450 (711) (3%)
Spain Operating Segment 14,741 14,699 42 -
Coin Operating Segment 11,378 6,766 4,612 68%
Revenue from sales and services 286,028 271,393 14,636 5%
In terms of the Italy, France and Spain operating segments, revenue is earned on “supplies”, i.e., amounts
collected for sales of food and beverages directly from the automated vending machines, “sales with
invoices”, i.e., revenue from the sale of products delivered directly to customers and revenue from the sale of
automated vending machines.
Revenue from the Coin segment regard revenue for providing pick-up, delivery, transport, counting and
blister packing of coins.
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31 OTHER REVENUE AND INCOME
The following table shows variations in this caption:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation Var %
Other operating revenue and income 11,767 6,973 4,794 69%
The caption includes revenue mainly from the Italy segment and from the sale of goods, spare parts,
equipment and material to third parties, revenue related to the provision of technical assistance performed
on vending machines owned by third parties.
It also comprises revenue from the reimbursement of costs, lease income, compensation for damage and
prior year gains generated by the group companies’ operations.
32 COST OF RAW MATERIALS, SUPPLIES AND CONSUMABLES
The cost of procuring raw materials, consumables, supplies and goods, related to diff erent types of food and
beverages, underwent the following changes from 2012 to 2011:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation Var %
Raw materials, consumables 73,617 72,157 1,460 2.02%
Change in inventories 55 (473) 528 (111.6%)
Total 73,672 71,684 1,988 2.77%
This caption is shown net of premiums, discounts and rebates granted by the key suppliers on special
deliveries or when set turnover levels and/or total quantities purchased are met.
33 COST OF SERVICES
The following table shows changes in this caption:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation Var %
Cost of services 29,563 23,796 5,767 24.23%
Use of third party assets 7,235 6,754 481 7.12%
Total 36,798 30,550 6,248 20.45%
This caption includes the directors’ fees (see note 43), maintenance services, electricity and utilities
(e.g., water, telephone, etc.), transportation, administrative, legal and commercial services.
34 PERSONNEL COSTS
This caption of EUR 85,230 thousand includes the cost of fi lling the vending machines by third party
personnel for Group companies (the cost of which can thus be considered as normal personnel expenses).
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation Var %
Wages and salaries 64,126 61,756 2,370 3.84%
Social security contributions 16,279 15,135 1,144 7.56%
Employee benefi ts 3,010 3,071 (61) (2.0%)
Other personnel expenses 1,815 1,764 51 2.89%
Total 85,230 81,726 3,504 4.29%
The change of EUR 2,370 thousand in wages and salaries is mainly due to the increase in personnel expenses
resulting from a change in the consolidation scope from the acquisition of S.Italia S.r.l., Mr Vending S.r.l. and
20.10 Vending S.r.l. as well as the transfer of employees to IVS Italia S.p.A. following the acquisition of business
units described in the previous notes.
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The table below shows the number of employees on the job on 31 December 2012 compared to the previous year:
Staff 31-Dec-12 31-Dec-11 Variation
Managers 3 - 3
Junior management 46 47 (1)
White collars 761 570 191
Blue collars 1,212 1,387 (175)
Trainees 16 17 (1)
Total 2,038 2,021 17
35 OTHER OPERATING INCOME AND EXPENSES
This caption may be analysed as follows:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation Var %
Impairment losses on current assets 254 296 (42) (14%)
Provisions for risks 268 (157) 425 (271%)
Other provisions 304 9 295 3278%
Other operating costs 39,973 34,538 5,435 16%
Total other operating costs 40,799 34,686 6,113 18%
This caption includes:
• the portion for the year (roughly EUR 30 million) of slotting fees for the year to customers (public and
private) to locate vending machines in their premises, using their electricity and water supplies;
• fuel costs of approximately EUR 5 million.
36 OTHER NONRECURRING INCOME AND EXPENSES
The following table gives a breakdown of non-recurring income and expense, showing those arising on the
sale of non-current assets:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation Var %
Gains on the sale of assets 1,467 1,515 (48) (3%)
Losses on the sale of assets (501) (909) 408 (45%)
Net gains on the sale of assets 966 606 360 59%
Income 63 613 (550) (90%)
Expenses (30,017) (2,797) (27,220) 973%
Total other non-recurring income and expense (29,954) (2,185) (27,770) 1271%
The signifi cant increase in other non-recurring expenses is due principally to the extraordinary operation and
the relative out-of-pocket costs, for EUR 25,476 thousand and EUR 1,374 thousand respectively.
The other non-recurring expenses mainly refer to:
- Termination benefi ts of roughly EUR 336 thousand paid during the reporting period (EUR 215 thousand
by IVS Italia S.p.A. and EUR 121 thousand by IVS France SaS); this caption totalled EUR 410 thousand at the
reporting date;
- cash shortfalls and losses of roughly EUR 209 thousand mainly due to theft and robberies at the branches of
IVS Italia S.p.A. (EUR 214 thousand at 31 December 2011);
- administrative, tax and legal consultancy fees for non-recurring transactions paid by the Parent (totalling
EUR 937 thousand);
- prior year expense, mainly due to premiums to customers, taxes and supplier invoices totalling EUR 1,630
thousand relating to previous years (including EUR 1,074 thousand relating to the subsidiary IVS Italia S.p.A.).
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37 FINANCIAL INCOME AND EXPENSES
The table below shows the breakdown of fi nancial income and expenses:
(in thousands of Euro)
31-Dec-12 31-Dec-11
Income Expenses Income Expenses
Bank interest 368 (1,289) 82 (1,402)
Interest on Banca IMI and syndicated loans - (3,671) - (5,266)
Interest on BNL loan - (340) - (439)
Interest on shareholders’ loan - - - (1,521)
Interest on bonds - - - (2,539)
Other interest - (2,471) - (1,312)
Total income (expense) on net fi nancial indebtedness 368 (7,771) 82 (12,479)
Net interest expense on net fi nancial indebtedness (7,404) (12,397)
Other fi nancial income 751 - 662 -
Other fi nancial expense - (1,461) - (304)
Total other fi nancial income (expense) 751 (1,461) 662 (304)
Net loss on interest rate speculative derivatives (fl ows) - (302) - (386)
Net loss on interest rate hedging derivatives (fl ows) - (1,520) - (856)
Net exchange gains (losses) - 0 - -
Net exchange rate gains (losses) and net loss on derivatives - (1,822) - (1,242)
Other Financial charges - (43) - (12)
Net fi nancial income (expense) and net loss on derivatives 1,119 (11,098) 744 (14,037)
Net fair value gains on interest rate speculative derivatives(∆ MTM) 107 - 115 -
Net gains(losses) on warrants 1,813 - - -
Total net expense (8,059) (13,178)
The variations in net fi nancial income and expenses is due substantially to:
- the reduction to zero of fi nancial charges relative to bonds following the advance repayment thereof;
- the increase of EUR 664 thousand in charges deriving from the charging of the fl ows calculated on
derivative hedging contracts (contractually the fi rst charge was in fact foreseen for 12 December 2011
relative to the previous six month period);
- the increase in income deriving from the variations in the fair value of derivatives contracts; due to the eff ect
of the warrant acquired for the non-recurring transaction, not present at 31 December 2011;
- the reduction to zero of the interest on loans from shareholders as these regarded liabilities repaid for
the most part and therefore reclassifi ed at the reporting date to other interest following the change in
shareholder structure;
- the increase in other fi nancial expenses due to discounting of the outstanding liability for purchase of the
equity investment in Fast Service Italia S.r.l totalling EUR 734 thousand;
- the decrease in fi nancial expenses linked to the syndicate loan subscribed by IVS Italia S.p.A. due to the
repayment in June of the Tranche C totalling EUR 20 million, repayment in June and December of an
additional EUR 20 million related to the capital of Tranche A as required by the amortisation plan and the
decrease of the spread equal to 25bp applied to the Tranches A and B to improve the economic-fi nancial
ratios as required by the contract.
38 RESULT OF COMPANIES VALUED AT NET EQUITY
The total of the caption is positive for EUR 51 thousand (EUR 127 thousand profi t in 2011): this amount is
mainly due to the profi t for the year of the companies consolidated with the equity method.
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39 INCOME TAXES
This is comprised as follows:
(in thousands of Euro) 31-Dec-12 31-Dec-11 Variation Var %
Current taxation (6,150) (4,357) (1,793) 41%
Deferred tax liability 717 858 (141) (16%)
Deferred tax assets 5,263 (2,427) 7,690 (317%)
Total (170) (5,926) 5,756 (103%)
It should be noted that IVS Group S.A. has its registered offi ces in Luxembourg, while its administrative
and main operations are located in Italy. Consequently, for 2012, but also for 2011, in accordance with the
prevailing OECD doctrine, the directors believe that the Company is resident for fi scal purposes in Italy.
Therefore the taxation has been calculated accordingly.
The deferred tax assets refer principally to the tax losses matured by Italy1 Investment S.A. during prior years
and during the fi rst months of 2012 up until the merger date.
The directors believe that these losses shall be recoverable in future years given that:
a) the losses were eff ectively realised;
b) they expect to receive a favourable reply to the request for interpretation within the time limits necessary
to obtain the exemption from the application of article 172 of DPR 917/86, paragraph 7;
c) the above losses have no time restrictions for being carried forward;
d) in future years enough taxable income will be generated that the holding will act as coordinator of the
IVS Group.
During 2011 IVS Group Holding S.p.A. and most of the Italian companies of the group were part of a national
tax consolidation scheme. Due to the merger transaction with Italy1 Investment S.A. - and with a pending
interpretation request submitted on the subject to the Italian Tax Authority - a decision was made to
calculation the taxation for the year for each legal entity of the group and not based on the scheme which
would have been used for the previous tax consolidation.
Note 24 provides details of the captions that lead to the recognition of deferred tax assets and liabilities.
The percentage of tax on the profi t for the year before taxes is (1.22%) (62.08% in 2011) compared to a
theoretical tax of 27.35% (27.94% in 2011) from applying the rates required by tax laws of Italy 27.5% (IRES),
Spain 25% (ISS) and France 33.33% (IS).
The table below shows the diff erence between the theoretical and actual taxes for the compared periods:
(in thousands of Euro) 31-Dec-12 31-Dec-11
Profi t before tax (13,980) 9,525
Theoretical tax 3,823 27.35% (2,661) 27.94%
Financial income at lower rate 209 1.49% -
Permanent diff erences 4 0.03% (241) 2.54%
Ace 1,736 12.42% - -
Deferred tax assets on IPO Fees 2011 1,134 8.11% - -
Tax Losses retained 1,149 8.22% - -
Fair Value Warrant 499 3.57% - -
Listing costs (7,006) (50.11%) - -
IRAP on personnel expenses deductible from IRES 373 2.67% - -
Consolidation adjustments - - (20) 0.21%
Eff ects of tax losses not recognised in previous years or unusable - - (423) 4.46%
IRAP (2,090) (14.95%) (2,581) 27.24%
Total tax burden (170) (1.22%) (5,926) 62.20%
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40 EARNINGS PER SHARE
The earnings per share is calculated on the basis of the rules applicable for reverse acquisitions. For the
purposes of calculating the weighted average of the ordinary shares in circulation (the denominator of the
earnings per share calculation) during the period in which the reverse acquisition takes place:
a) the number of ordinary shares in circulation from the beginning of this year to the date of acquisition must
be calculated on the basis of the weighted average of the ordinary shares of the legal acquired company
(acquiring company for accounting purposes - IVS Group) in circulation during the period, multiplied by the
exchange ratio established in the merger agreement; and
b) the number of ordinary shares in circulation from the acquisition date to the period end must correspond
to the actual number of ordinary shares of the legal acquiring company (acquired company for accounting
purposes - Italy1 Investment S.A.), in circulation during this period.
As regards the comparative period prior to the acquisition date shown in the consolidated fi nancial
statements, this was calculated dividing:
a) the net gain (loss) for the period of the legal acquired company attributable to ordinary shareholders in
each of these periods, by
b) the historical weighted average of the ordinary shares in circulation of the legal acquired company
multiplied by the exchange ratio established in the in the acquisition agreement.
Base earnings per share
The calculation of the base earnings per share at 31 December 2012 is based on a negative result attributable
to the Group of EUR 15,990 thousand (positive for EUR 2,649 thousand at 31 December 2011) and on an
average number of shares in circulation during the period of 29,067,780 (7,320,703 at 31 December 2011),
calculated as follows:
31-Dec-12 31-Dec-11
Number of shares in existence as of 1 January 2011 7,320,703 7,320,703
Number of shares issued with the share capital increase of 21.03.2012 14,666,891 -
Number of shares issued with the share capital increase of 4 April 2012 492,988 -
Number of shares issued with the share capital increase of 03.05.2012 221,673 -
Number of Italy1 Investment S.A. shares in circulation at 16 May 2012 (net of treasury shares) 15,550,989 -
Number of shares issued with the share capital increase of 15.10.2012 61 -
Number of shares issued with the share capital increase of 31.10.2012 48 -
Number of shares issued with the share capital increase of 15.11.2012 56 -
Number of shares issued with the share capital increase of 30 November 2012 70 -
Weighted average shares in circulation 29,067,780 7,320,703
Diluted earnings per share
At 31 December 2012 the eff ect of the potential exercise of the warrants into shares has no dilutive eff ect and
therefore the diluted earnings per share correspond to the base earnings per share.
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OTHER INFORMATION
41 RISK MANAGEMENT POLICY
The Group’s fi nancial and accounting department ensures fi nancing is available by carefully analysing
interest rate fl uctuations on an ongoing basis in relation to its fi nancial exposure.
Market risk
• Interest rate risk
The Group’s interest risk management policy has a two-pronged objective: to minimise the cost of funding
and to decrease its exposure to interest rate fl uctuations, as changes in interest rates aff ect both the
fair value of variable rate fi nancial assets and liabilities and the Group’s future results of operations.
For this reason management has signed derivative contracts to hedge against interest rate fl uctuations:
specifi cally the interest rate risks linked to Tranche A and Tranche B of the syndicate loan subscribed by IVS
Italia S.p.A. have been hedged.
• Currency risk
The Group is not exposed to this risk as all its transactions are carried out in Euros.
Credit risk
a) Credit risk
The Group procedures require that customer solvency is monitored by each company’s commercial and
accounting departments before and during transactions by monitoring customer balances.
Commercial credit risk concentration, arising solely when invoices are issued, is limited given the wide and
unrelated customer base. As a result, the allowance existing at the reporting date for receivables whose
recovery is doubtful or improbable is deemed to be appropriate.
b) Market risk
Interest rate hedges are solely agreed with highly rated counterparts. The counterparts are selected using
various criteria: the specialist agency rating, their assets and equity as well as the nature and due date of
the transactions. They are usually major banks.
The Group does not trade fi nancial instruments with parties located in geographical areas at high political
or fi nancial risk.
c) Liquidity risk
The Group’s objective is to have a debt level that ensures a good ratio of the loan repayment dates to
fl exible and diversifi ed sources of funding. Each group company is free to negotiate credit facilities and
agree diversifi ed sources of funding (e.g., loans, fi nance leases, bank credit facilities, etc.) as long as they
comply with the covenants of the loan agreement between IVS Italia S.p.A. and the bank syndicate. Since
the most signifi cant part of investments in property, plant and equipment, business units and equity
investments have been completed, cash fl ow from operating activities forecast for coming years will make
it possible to progressively reduce the percentage of debt on all funding sources as stated in the Group’s
strategic plan, determining a substantial decrease in the current level of liquidity risk.
Exposure to interest rate risk
At the reporting date, all the Group’s fi nancial liabilities (without considering fl uctuations in the fair value of
derivatives) bear interest at fl oating or indexed rates: the main existing loans are the aforesaid loan with
EUR 90 million outstanding with the banks, indexed to the reference rate; loans for fi nance lease contracts
and loans due to other lenders, to most of the Group companies, normally indexed at the period Euribor, as
well as the outstanding loan of EUR 15,280 thousand held by Vending System Italia S.p.A..
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42 RELATED PARTY TRANSACTIONS
The following tables provide information about transactions with related parties and their impact on the
Group’s fi nancial position and results of operations:
(in thousands of Euro) Receivables Payables
Related party Trade Financial Others Trade Financial Others
Argan capital advisors Srl - - - (55) - -
Astro Srl - - - (47) - -
C.P. & Partners - - - - - -
Cami SpA 2 - - (474) - -
Chef Express SpA 163 - - (198) - -
Ciesse caff è Srl 29 - - - - -
Crimo Srl 0 - - - (45) -
D.A. Design Group Srl - - - (349) - -
Dama Srl - - - - (320) (4,667)
Domal Co. Srl - - - - (640) (9,334)
ESP SA - - - (218) - -
Espresso Italia Srl - - - (8) - -
Eurofi nim Srl - - - - (4) -
EVA SpA - - - - (1,171) -
F2i - - - (110) - -
Gimoka Srl 350 - - (2,246) - -
Immobiliare Vending Srl 29 2,242 - (875) - -
ITA1SV LP - - - - - -
IVS Partecipazioni SpA - - 131 - - (3,221)
Locomotiva Srl - - - - (640) (8,479)
Luigi Lavazza SpA 0 - - (9,588) - -
MC-AG Sas 382 - - (3) - -
Riverrock European Capital Partners LLP - - - - - -
Sogeda Srl 736 - - (161) - -
Studio FT - - - (47) - -
Time Vending Srl 7 - - (86) (100) -
Universo Vending Srl - - - (468) - -
Vendomat SpA - - - (2) (2,416) -
Wagenaar Consultants C.V. - - - (273) - -
West Control S.A. - - - - - -
West Partecipation S.A: - - - - (231) -
Ex-debenture holders - - - - (8,084) -
Directors’ emoluments - - - - - (520)
Key management - - - - - (217)
Revoltella Giovanni - - - (10) - -
Roberto Pompei - - - - (153) -
Total related parties 1,699 2,242 131 (15,163) (13,803) (26,439)
Total per fi nancial statements 19,047 14,274 41,397 (68,609) (201,671) (36,593)
Incidence % 9% 16% 0% 22% 7% 72%
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(in thousands of Euro)
Revenues Costs
Operating revenues
Sale of fi xed assets
Operating costs Interest
Purchases of fi xed assets
Acquistion of equity
investments
Related party
Argan capital advisors Srl - - (204)* - - -
Astro Srl - - (48) - - -
BML Immobiliare - - (85) - - -
C.P. & Partners - - (141) - - -
Cami SpA - - (1,442) - - -
Chef Express SpA 1,076 - (1,556) - - -
Ciesse caff è S.r.l. 5 28 (36) - - -
D.A. Design Group Srl - - - - (457) -
Crimo Srl - - - (45) - -
Dama Srl - - (6) - - (7,967)
Domal Co. Srl - - - - - (15,934)
ESP SA 17 - (312) - - -
Espresso Italia Srl - - (23) - - -
F2i - - (110)* - - -
Gimoka Srl 925 344 (4,154) - (1,262) -
Immobiliare Vending Srl - - (2,849) - - -
IVS Partecipazioni SpA - - (131) - - -
ITA1SV LP - - (50)* - - -
Locomotiva Srl - - - - - (15,934)
Luigi Lavazza S.p.A. 835 - (12,380) - (5,272) -
MC-AG Sas 9 34 (275) - - -
Riverrock European Capital Partners LLP - - (441)* - - -
Sogeda Srl 511 224 (359) - - -
Studio FT - - (234) - - -
Time Vending 12 - (324) - - -
Universo Vending Srl - - (2,841) - - -
Wagenaar Consultants C.V. - - (473) - - -
Directors’ emoluments - - (3,918) - - -
Key management - - (1,390) - - -
Revoltella Giovanni - - (204) - - -
Cerea Giuseppe - - - - - (530)
Total related parties 3,390 630 (33,181) (45) (6,991) (40,365)
Total per fi nancial statements 297,796 (236,499) (11,051)
Incidence % 1% 14% 0%
* these amounts are not accounted in the consolidated income statement and are not included in the total (these amounts are in the income statement fi rst fi ve months 2012 of Italy 1 Investment S,A,)
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43 DIRECTOR AND INDEPENDENT AUDITOR FEES
The table below shows the details of the total amount of fees for parent company directors and independent
auditors:
(in thousands of euro) 31-Dec-12 31-Dec-11 Variation Var %
Directors’ emoluments 1,416 747 669 90%
Audit Costs 536 192 344 179%
Non-audit services charged by the primary auditor and its network 195 435 (240) (55%)
Total 2,147 1,374 1,013 74%
44 SUBSEQUENT EVENTS
The directors’ report discloses information about the events after the reporting date,
Seriate, 15 March 2013
On behalf of the Board of Directors,
Chairman
Mr. Cesare Cerea
Annual Accounts of IVS Group S.A.
as of December 31, 2012
Independent Auditor’s Report
on Annual Accounts
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Financial Statements Schedules
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BALANCE SHEET AS AT DECEMBER 31, 2012
(expressed in EUR)
ASSETS Notes 31-Dec-12 31-Dec-11
C. Fixed assets
II. Tangible fi xed assets
3. Other fi xtures and fi ttings, tools and equipment 2 49,533.78 -
III. Financial fi xed assets
1. Shares in affi liated undertakings 3 204,614,709.20 148,735,719.84
2. Loans to affi liated undertakings 4 147,676,414.32 -
4. Loans to undertakings with which the company is linked by virtue of participating interests 4 2,242,095.54 -
7. Own shares or own corporate units 5 31,720,326.74 -
386,303,079.58 148,735,719.84
D. Current assets
II. Debtors
2. Amounts owed by affi liated undertaking
a) becoming due and payable within one year 6 9,465,624.38 54,843.38
4. Other receivables
a) becoming due and payable within one year 7 2,233,176.24 1,160.16
IV. Cash at bank and in hand 22,929.24 733,211.62
11,721,729.86 789,215.16
E. Deferred charges
Total Assets 398,024,809.44 149,524,935.00
LIABILITIES
A. Capital and reserves
I. Subscribed capital 8 386,892.00 175,000.00
II. Share premium and similar premiums 8 342,927,781.26 154,860,000.00
IV. Reserves
2. Reserve for own shares or own corporate units 8 31,720,326.74 -
V. Loss brought forward 8 (9,797,198.46) (99,527.78)
VI. Loss for the fi nancial year 8 (1,499,574.79) (9,697,670.68)
363,738,226.75 145,237,801.54
C. Provision 9
2. Provisions for taxation - 1,637.00
3. Other provisions 9 - 4,165,833.68
0,00 4,167,470.68
D. Non-subordinated debts
2. Amounts owed to credit institution
a) becoming due and payable within one year 10 853,906.65 -
4. Trade creditors
a) becoming due and payable within one year 11 1,684,529.57 -
6. Amounts owed to affi liated undertakings
a) becoming due and payable within one year 12 5,818,994.72 -
b) becoming due and payable after more than one year 12 912,361.12 -
7. Amounts owed to undertakings with which the company is linked by virtue of participating interests
a) becoming due and payable within one year 13 8,363,864.49 -
8. Tax and social security debts
a) Tax debts 14 1,100,271.78 94,967.24
b) Social security 14 8,583.14 1,824.31
9. Other creditors
a) becoming due and payable within one year 15 15,544,071.22 22,871.23
34,286,582.69 119,662.78
Total Liabilities 398,024,809.44 149,524,935.00
The accompanying notes form an integral part of the annual accounts.
Financial Statements Schedules
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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2012
(expressed in EUR)
A. CHARGES Notes 31-Dec-12 31-Dec-11
1. Raw materials and consumables 16 (6,334,781.12) -
2. Other external charges 17 (2,829,868.19) (9,514,764.24)
4. Staff costs
Wages and salaries (166,786.41) (46,000.02)
Social security costs (59,624.07) (7,804.23)
5. Other operating charges (279,803.91) (140,014.71)
6. Value adjustments and fair value adjustments on fi nancial fi xed assets 3.1 (7,953.86) -
8. Interest and other fi nancial charges
a) concerning affi liates undertakings
b) other interest and charges 18 (1,055,389.99) (69.55)
9. Extraordinary charges 19 (2,138,974.06) -
10. Income tax 6,087.65 (1,575.00)
11. Other taxes not included in the previous caption - (62.00)
Total Charges (12,867,093.96) (9,710,289.75)
B. INCOME
5. Other operating income 20 7,308,247.24 -
6. Income from fi nancial fi xed assets
a) derived from affi liated undertaking 18 4,059,271.93 -
8. Other interest and other fi nancial income
b) other interest and fi nancial income - 12,619.07
Total Income 11,367,519.17 12,619.07
LOSS FOR THE FINANCIAL YEAR (1,499,574.79) (9,697,670.68)
The accompanying notes form an integral part of the annual accounts.
Explanatory Notes to the Annual Accounts
as of December 31, 2012
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Explanatory Notes to the Annual Accounts as of December 31, 2012
GENERAL INFORMATIONIVS Group S.A. is a Luxembourg Company incorporated as a “société anonyme” subject to the general
company law of Luxembourg for an unlimited period of time. The Company has its registered offi ce at L-1473
Luxembourg, 2A Rue Jean-Baptiste Esch and is registered in Luxembourg under section B number 155,294.
The shares of IVS Group S.A. are listed on the Italian stock market (“MIV” segment).
The IVS Group S.A. was born form the merger by incorporation of IVS Group Holding S.p.A., an Italian
company, into Italy1 Investment S.A. (“Italy1”).
Italy1 was the fi rst SPAC (acronym of Special Purpose Acquisition Company) to be quoted on the Italian
Stock Exchange, in particular in the MIV segment. Italy1 was constituted as a public limited company (société
anonyme) under Luxembourg law in August 2010, for the purpose of acquiring a company or business with
its principal operating activity in Italy through merger, share swap or purchase of equity investments or
similar operations. (hereinafter referred to as a “Business Combination”).
In fact a SPAC - contrary for example to the more widely- known private equity funds - carries out a single
operation only, during its independent life, being destined to enter into a Business Combination with the
target company.
Italy1 raised its share capital of EUR 150,000 thousand on the Italian Stock Exchange in January 2011,
obtaining admission to listing in the MIV segment, and concluded its mission in May 2012, carrying out its
investment in the IVS Group.
In briefl y retracing the path which led to the realisation of the business combination of Italy1 with the IVS
Group, it is worth remembering how the company carried out exclusive negotiations with the shareholders of
IVS Group Holding S.p.A. in December 2011, underwriting the relative letter of intent on 12 December 2011.
On 2 March 2012, after having carried out a due diligence review on the IVS Group, the Company stipulated
an agreement with IVS Group Holding S.p.A. and with its shareholder (IVS Partecipazioni S.p.A.) to carry out
the merger between the two companies (merger agreement). At the same time, the boards of directors
of both companies formally presented the relative cross-border merger proposals to the respective
shareholders’ meetings, drawing up the relative merger by incorporation projects.
The merger operation was approved on 12 April 2012 by the shareholders - unanimously in the case of the
shareholders’ meeting of IVS Group Holding S.p.A. and with a 78.7% majority in the case of the shareholders’
meeting of Italy1 Investment S.A. In parallel, the necessary authorisation was obtained from the competent
authorities (namely that of the Luxembourg authority Commission de Surveillance du Secteur Financier) for the
mandatory public documentation).
On 16 May 2012 the merger fi nally came into force, after having completed the necessary notifi cation formalities
required by both countries’ legislation, and the Company assumed the corporate name of IVS Group S.A.,
proceeding, in the meantime, as per company statute and regulations, to the buy-back of the shares held by those
shareholders who exercised the redemption option in view of the realisation of the Business Combination.
According to the agreement, the accounting and fi scal eff ects of the merger become eff ective from the
fi rst day of the year in which the agreement enters in force, being such date 1 January 2012. It is therefore
important to note that the profi t and loss account herewith includes the fi rst fi ve months of life of the
incorporated company IVS Group Holding S.p.A., which, besides acting as a holding company of the Group,
had its own business unit related to the acquisition, the set-up ans the sale of vending machines sub-leased,
starting from 1 May 2012, to its subsidiary S.Italia S.r.l..
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IVS Group S.A. controls, directly and indirectly, a number of companies that operate in the vending market,
i.e., in the sale of products through automated and semi-automated vending machines installed at
unattended points of sale (businesses, schools, hospitals, railway stations and other public places). These
machines operate 24 hours a day and consumers purchase products through the introduction of coins,
banknotes, prepaid cards and other means of payment). The Group also controls the Coin Group, which core
business is the counting of coins for third parties, cash-in-transit services, collection and distribution of coins
(coin management).
The accounting year for the Company begins on the fi rst day of January and terminates on the last days of
December of each year.
The Company also prepares consolidated fi nancial statements under IFRS, which are published according to
the provision of the company law.
1 SIGNIFICANT ACCOUNTING POLICIES
The Company maintains its accounting records in Euro (“EUR”) and the balance sheet and the profi t and loss
account are expressed in this currency.
1.1 BASIS OF PREPARATION
The annual accounts of the Company are prepared in accordance with current Luxembourg legal and
regulatory requirements under the historical cost convention.
Accounting policies and valuation rules are, besides the ones laid down by the modifi ed Law of December 19,
2002, determined and applied by the Board of Directors of the Company.
The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the
Board of Directors of the Company to exercise its judgment in the process of applying the accounting policies.
Changes in assumptions may have a signifi cant impact on the annual accounts in the period in which the
assumptions changed. The Board of Directors of the Company believes that the underlying assumptions are
appropriate and that the annual accounts therefore fairly present the fi nancial position and results.
The Board of Directors of the Company makes estimates and assumptions that aff ect the reported amounts
of assets and liabilities in the next fi nancial year. Estimates and judgments are continually evaluated and are
based on historical experience and other factors, including expectations of future events that are believed to
be reasonable under the circumstances.
The annual accounts have been prepared in accordance with the valuation rules and accounting policies
described below.
1.2 BASIS OF CONVERSION FOR ITEMS ORIGINALLY ESPRESSE IN FOREIGN CURRENCY
The share capital is denominated in Euro (“EUR”) and the annual accounts are exrpressed in this currency.
Financial fi xed assets denominated in other currencies are translated into EUR at the historical exchange rates.
Other assets and liabilities denominated in other currencies are translated into EUR at the rates prevailing at
the balance sheet date. Realized exchange gains and losses and unrealized exchange losses are recognized in
the profi t and loss account.
Income and expenses denominated in foreign currencies are recorded at the rates prevailing on the
transaction date.
1.3 TANGIBLE FIXED ASSETS
Tangible fi xed assets are valued at purchase price including the expenses incidental thereto. Tangible fi xed
assets are depreciated over their estimated useful economic lives.
Other fi xtures and fi ttings, tools and equipment are amortized over three years on a straight line basis.
Where the Board of Directors of the Company considers that a tangible fi xed asset has suff ered a durable
depreciation in value, an additional value adjustment is recorded to refl ect this loss. Such value adjustment is
not continued if the reasons for which it was made have ceased to apply.
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1.4 FINANCIAL FIXED ASSETS
Financial fi xed assets are valued at purchase price.
Value adjustments are recognised in respect of fi nancial fi xed assets, if, in the opinion of the Board of
Directors, a lower value is to be attributed to them at the balance sheet date. This valuation at a lower value
may not be continued if the reasons for which the value adjustments were made ceased to apply.
1.5 CURRENT DEBTORS
Debtors are stated at their nominal value. Value adjustments are recorded at the end of the fi nancial year
if the net realisable value is lower than the book value. These value adjustments are not continued if the
reasons for which the value adjustments were made have ceased to apply.
1.6 DEFERRED CHARGES
Deferred charges include expenditure incurred during the fi nancial year but relating to a subsequent
fi nancial year.
1.7 PROVISIONS
Provisions are intended to cover losses or debts the nature of which is clearly defi ned and which, at balance
sheet date are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to
the date on which they will arise.
1.8 DEBTS
Debts are recorded at their reimbursement value.
1.9 WARRANTS
Warrants issued are recorded in share premium and similar premium for the consideration received.
2 OTHER FIXTURES AND FITTINGS, TOOLS AND EQUIPMENT
This caption corresponds to plant and equipment which was the property of IVS Group Holding S.p.A. and
which has been transferred to the IVS Group S.A. pursuant to the merger between the company and IVS
Group Holding S.p.A., eff ective as of May 16, 2012.
3 SHARES IN AFFILIATED UNDERTAKING
The movements for the fi nancial year ended December 31, 2012 are as follows:
Name
Acquisition cost at the beginning of
the fi nancial year
Merger contribution
Note 3.2Additions of the
fi nancial yearDisposal of the
fi nancial year
Acquisition cost at the end of the
fi nancial year
Italy 1 Investment Sprl Note 3.1 148,735,720 - - (148,735,720) -
IVS Italia S.p.A. Note 3.3 - 87,368,385 67,779,791 - 155,148,176
IVS France Note 3.4 - - 2,395,693 - 2,395,693
Emmedi SA Note 3.4 - - 2,707,000 - 2,707,000
DAV SA Note 3.4 - - 3,078,000 - 3,078,000
Vending System SpA - 2,595,293 - - 2,595,293
ESP - 1,182,475 - - 1,182,475
CSH Srl - 7,500 - - 7,500
S.Italia Srl Note 3.4 - - 4,979,057 - 4,979,057
Fast Service Srl Note 3.4 - - 32,521,182 - 32,521,182
Others - 333 - - 333
Total 148,735,720 91,153,986 113,460,723 (148,735,720) 204,614,709
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Details relating to the undertakings in which the Company holds at least 20% in their share capital are as
follows:
Name Registered Offi ceProportion of the
capital heldCarrying amount as at 31.12.2012
Capital and reserves result as
at 31.12.2012*
Result for the fi nancial year
ended 31.12.2012*
IVS Italia S.p.A. Italy 100% 155,148,176 107,798,930 1,808,899
IVS France Italy 87%+13% 2,395,693 11,379,832 (518,803)
Emmedi SA France 70%+30% 2,707,000 3,949,362 202,683
DAV SA Italy 78%+22% 3,078,000 5,072,154 (156,870)
Vending System SpA Italy 100% 2,595,293 2,784,876 357,379
ESP France 36,80% 1,182,475 NA NA
CSH Srl Italy 75% 7,500 60,665 70,793
S.Italia Srl Italy 100% 4,979,057 2,232,225 1,248,051 **
Fast Service Srl Italy 70% 32,521,182 2,349,320 290,032
*Based on unaudited accounts**The result is related to the period from 1 October 2012 to 31 December 2012
The fi nancial statements of the IVS Group S.A. and of its subsidiaries are drawn up as of December 31, 2012
with the exception of the affi liate Espresso Service Proximitè (ESP) which ends the tax period at September 30
of each year.
Investments in subsidiaries or associated companies are tested for impairment if there are indications that
they may have suff ered a loss in value, comparing the carrying amount with the recoverable amount. From
this analysis it is evident the need to make any adjustments to its value.
3.1 ITALY 1 INVESTMENT SPRL
On August 2, 2011, Italy1 Investment Sprl, the Belgian subsidiary fully owned by IVS Group S.A., entered into
an investment management trust agreement with Vistra Fund Services Sarl and Stichting Bewaarbedrijf Travis
(the “Foundation”) pursuant to which the Foundation has been appointed as trustee replacing the previous
trustee.
With reference to 2012 the variation of the participation in Italy1 Investments is related to the following:
- EUR 148,734,999 related to reimbursement of shares (Note 4);
- EUR 1 related to the selling on 31 December 2012 of the participation to the related party Siricus S.A. As
result of the disposal the Company recorded a loss for a total amount of EUR 719.84.
3.2 MERGER CONTRIBUTION
Following the merger between IVS Group S.A. (formerly 1 Investment S.A.) with the Italian Company IVS
Group Holding S.p.A. the participation owned by the former have been transferred to the incorporating
Company with eff ect as of 1 January 2013.
3.3 IVS ITALIA S.P.A.
The value of the participation of the wholly controlled IVS Italia S.p.A. which itself is owner in other
participations in the Group has increased during the fi nancial year for a total amount of EUR 67,779,791.
The increase is mainly due for EUR 53,800,000 to the withdrawal during the month of December to the future
increase of the following increases:
- EUR 5,500,000 already paid for future capital increase;
- EUR 18,321,767 paid during the course of the year in order to fi nance the payment of VAT advances;
- EUR 29,978,233 arising from disposal in favour of IVS Group S.A. of the receivable against IVS Italia S.p.A.
from the affi liated undertaking S.Italia S.r.l..
The residual part of the increase, corresponding to EUR 13,979,791 is related to the allocation of the goodwill
arising from the Business Combination (diff erence between the purchase price of the incorporating entity
(EUR 220,000,000) and his net book value at 16 May 2012 corresponding to EUR 206,020,209).
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3.4 ACQUISITION
During the fi nancial year IVS Group Holding S.p.A. has performed the following purchases prior to the
merger:
- Purchase of 13% of IVS IVS France SaS, the remaining 87% was already owned by the affi liated undertaking
IVS Italia S.p.A;
- Purchase of 30% of Emmedi S.A., the remaining 70% was already owned by the affi liated undertaking IVS
Italia S.p.A;
- Purchase of 22% of DAV S.A., the remaining 78% was already owned by the affi liated undertaking IVS Italia S.p.A;
- Purchase of 13% of IVS IVS France SaS, the remaining 87% was already owned by the affi liated undertaking
IVS Italia S.p.A;
- Purchase of 100% of the shares of S.Italia S.r.l. (formerly Selecta Italia S.p.A), italian operating entity owned by
the Swiss Group Selecta AG, fi rst operator in Europe in term of turnover in the sector of vending machines.
- Purchase of 70% of the shares in Fast Service Italia S.r.l., a licensee for refreshment spaces by way of vending
machines in italian rail stations and with particular reference to the projects Grandi Stazioni, Centostazioni
and RFI-Rete Ferroviaria Italiana.
4 LOAN TO AFFILIATED UNDERTAKINGS AND TO UNDERTAKINGS WITH WHICH THE COMPANY IS LINKED BY VIRTUE OF PARTICIPATING INTERESTS
The details relating credit granted from IVS Group S.A. to Group companies in order to fi nance the
development of their activities and the variations for the year:
Note 31-Dec-11Merger
contributionAdditions of the
fi nancial yearDisposal of the
fi nancial year 31-Dec-12
Italy 1 Investment Sprl 3.1 - - 148,813,389 (148,813,389) -
IVS Italia S.p.A. 3.3 - 140,138,302 1,975,096 - 142,113,399
IVS France - 1,350,000 23,958 - 1,373,958
Vending System SpA - 486,335 350,000 (100,000) 736,335
CSH Srl - 3,375,000 77,723 - 3,452,723
S.Italia Srl - - 35,447,780 (35,447,780) -
Immobiliare Vending - 2,203,000 39,096 - 2,242,096
Total - 145,349,637 186,687,946 (184,361,169) 147,676,414
During 2012 prior to the transer of the shares owned into the belgian affi liated undertaking Italy1 Investment
Sprl IVS has accrued a receivable with the latter for an amount corresponding to EUR 148,913,389 mainly
related to the reclassifi cation of the participation due to the reimboursement of shares described in Note 3.1.
Within the end of the year Italy1 Investment Sprl has totally reimboursed the amounts received and on 27
December 2012 has deliberated the distribution of a EUR 1,770,887 EUR to the parent Company.
As shown in the previous table, following the merger IVS Group Holding S.p.A. has contributed with the
following fi nancial receivables owned by Group Companies.
- a fi nancing granted to IVS Italia S.p.A. for an amount of EUR 134,540,000 plus total accrued interests of
EUR 7,573,399 (1,975,096 accrued in 2012);
- a fi nancing granted to Parodis Sas, Company merged for incorporation into IVS France Sas, for an amount of
EUR 1,350,000 which has incremented in 2012 for accrued interests for a total amount corresponding to
EUR 23,958;
- a fi nancing granted to Vending System Italia S.p.A. increased during the year for EUR 350,000 and
reimboursed for EUR 100,000;
- a fi nancing granted to CSH S.r.l. for an amount of EUR 3,375,000 incremented for the year for accrued
interests for EUR 77,723;
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- a fi nancing granted to S.Italia S.r.l. for EUR 35,447,780 partially reimbursed during the month of December
for EUR 5,500,000 whereas the residual amount is off set against the debt resulting from the transfer to the
Parent Company IVS Group SA of the fi nancial credit owed to S.Italia S.r.l. by IVS Italia S.p.A. (Note 3.3);
- a fi nancing granted to to Vending S.r.l. for an amount of EUR 2,203,000 plus accrued interests for EUR 39,096.
The loan agreement signed in 2008 established that IVS Italia S.p.A. subordinated the repayment of the
principal of the shareholders’ loan until it had met the contractual covenants with the bank syndicate.
With respect to the interest on the shareholders’ loan to be paid to the Parent, IVS Italia S.p.A. is obliged by
contract:
• not to pay interest on this loan to IVS Group S.p.A. until after 15 December and 15 June of each year, up to
a maximum annual nominal rate of 8% calculated on the shareholders’ loan and, moreover, subordinated
to payment of interest on the syndicated loan, repayment of Tranche A (EUR 10 million on 10 December
and 10 June of each year) and consignment of a statement to the Agent Bank confi rming that payment
of interest on the shareholders’ loan does not prejudice compliance with the contractual covenants in the
current and subsequent six months;
• not to pay interest on the shareholders’ loan to IVS Group S.p.A. in excess of the maximum annual nominal
rate of 8%, capitalised and not distributed unless the net fi nancial indebtedness/gross operating profi t
ratio is less than 2.7 and, moreover, subordinated to payment of interest on the syndicated loan, repayment
of Tranche A (EUR 10 million on 10 December and 10 June of each year) and consignment of a statement
to the Agent Bank confi rming that payment of interest on the shareholders’ loan does not prejudice
compliance with the contractual covenants in the current and subsequent six months.
On 28 June 2010 and on 3 April 2012, the banks modifi ed the existing loan agreement with the bank
syndicate headed by IntesaSanPaolo in order to adjust some contract clauses due to changes in the
economic-fi nancial context.
5 OWN SHARES OR OWN CORPORATE UNITS
During the the negotiations of the Business Combination eff ective as of 16 May 2012, in accordance with
paragraph 9.5 of the Articles of Incorporation following the expression of the opposition to the proposed
business combination, IVS Group S.A. has acquired 3.199.011 own shares, corresponding to 7.72% of total
share capital as eff ect of the redemption option attributed to the investors.
The shares were redeemed at the price - determined in accordance with the statutory provisions of Italy1 -
of EUR 9.9517 each.
A special non-distributable reserve for own shares has been created for the same amount according to
provisions of the law (Note 8).
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6 AMOUNTS OWED BY AFFILIATED UNDERTAKINGS
Details of this caption are as follows:
Notes 31-Dec-12 31-Dec-11
Amount receivable from IVS Italia S.p.A. 6,080,105.35 -
Amount receivable from Fast Service Italia S.r.l. 1,149,055.18 -
Amount receivable from S.Italia S.r.l. 882,524.48 -
Amount receivable from Eurovending S.r.l. 93,902.03 -
Amount receivable from CSH S.r.l. 71,360.63 -
Amount receivable from E.V.S. S.r.l. 51,055.18 -
Amount receivable from Eurcoff ee S.r.l. 38,391.70 -
Amount receivable from 20.10 Vending S.r.l. 29,951.20 -
Amount receivable from DAV S.A. 25,500.56 -
Amount receivable from IVS France SAS 2,578.85 -
Amount receivable from Vending System Italia S.p.A. 642.60 -
Other accounts receivables with DDS S.r.l. 6.1 700,579.64 -
Other accounts receivables with Eurcoff ee S.r.l. 6.1 54,567.94 -
Other accounts receivables with Eurovending S.r.l. 6.1 174,767.73 -
Other accounts receivables with E.V.S. S.r.l. 6.1 110,641.31 -
Advance to Italy 1 Investment Sprl - 54,483.38
Total 9,465,624.8 54,483.38
6.1 RECEIVABLES/PAYABLES GROUP FISCAL UNIT
Pending the approval by the italian tax authority of the prosecution of the Group fi scal unity the
Management has decided to determine the fi scal charge for every entity and not base and not based on the
Group fi scal unit assumption.
7 OTHER RECEIVABLES
Details of this caption are as follows:
31-Dec-12 31-Dec-11
Trade Receivables 418,628.93 -
Credit Italian VAT 633,357.48 -
Credit Italian Taxes (IRAP, IRES) 1,172,924.19 -
Other receivables 8,265.64 1,160.16
Total 2,233,176.24 1,160.16
The caption is mainly represented by receivables with third parties owed to IVS Group Holding S.p.A. existing
prior to the merger with Italy 1 Investment S.A..
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8.1 MERGER BETWEEN ITALY1 INVESTMENT S.A. AND IVS GROUP HOLDING S.P.A.
On 12 April 2012, the shareholders’ meetings of Italy1 Investment S.A. and of IVS Group Holding S.p.A.
resolved the merger by incorporation of IVS Group Holding S.p.A. into Italy1 Investment S.A.
A minority of the shareholders of Italy1 Investment S.A. exercised the right of redemption on the shares
underwritten at the time of the IPO. This redemption regarded 3,199,011 class “A” shares which were
re-acquired by Italy1 Investment S.A. for a total cost of EUR 31,720 thousand. Following this operation these
shares were recorded by the company as treasury shares.
The exchange ratio established by the merger project resulted in the allocation to the sole shareholder of IVS
Group Holding S.p.A. (IVS Partecipazioni S.r.l. now a S.p.A.) of No. 22,702,256 newly issued class “A” shares in
Italy1 Investment S.A.
8.2 SHARE CAPITAL
The share capital underwritten and paid up as of 31 December 2012 (including own shares held in portfolio)
is comprised of No. 38,952,491 class “A” shares , No.1,250,000 class “B2” shares and No. 1,250,000 class “B3”
shares. These shares, without par value and with normal dividend rights, amount to a total of EUR 386,892.
The treasury shares acquired as a result of the reverse asset acquisition operation amount to EUR 31,720
thousand are comprised of No. 3,199,011 class “A” shares, equivalent to 8.5% of the total class “A” shares
initially issued.
The class “A” shares are listed market shares without a nominal value.
On 16 November 2012 the shareholder IVS Partecipazioni S.p.A. paid the parent IVS Group S.A. a non-
refundable deposit of EUR 3,221 thousand to purchase treasury shares of IVS Group S.A. and not fi nalised as
of the reporting date for 344,483 shares at a price of EUR 9.35 per share.
Conversion into market shares
The following conditions apply for the conversion into market shares of the shares issued in prior years in
favour of the founding shareholders:
• Class B1 Shares shall be automatically converted into Class A Shares on the date falling 6 months after the
date of completion of merger at a ratio of one Class A market share per Class B1 Share on 16 November
2012 in accordance with article 8 of the parent’s statute.
• Class B2 Shares shall be automatically converted into Class A Shares at a ratio of one Class A Share per Class
B2 Share upon confi rmation by the Board of Directors that the per market shares volume-weighted average
price quoted on the Italian Stock Exchange for any period of 20 trading days out of 30 consecutive trading
days (whereby such 20 Trading Days do not have to be consecutive) equals or exceeds EUR 11.00;
• Class B3 shares shall be automatically converted into class A shares at a ratio of one class A share per class
B3 share upon confi rmation by the Board of Directors that the VWAP for any period of 20 Trading Days out
of 30 consecutive Trading Days (whereby such 20 Trading Days do not have to be consecutive) equals or
exceeds EUR 12.00.
Dividend rights
The Class “A”, “B2” and “B3” shares all enjoy equal dividend rights.
Voting rights
The extraordinary operation foreseen by the Company Statute having been completed, the Class “A”, “B2” and
“B3” shares all enjoy equal voting rights.
Circulation restrictions
The Class “B2” and “B3” shares are held in escrow, awaiting the occurrence of the conditions for their release
and conversion into Class “A” shares.
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Stock exchange listing
The class “B2” and class “B3” shares are not listed on any stock exchange.
8.3 SHARE PREMIUM RESERVE
The caption comprises the share premium reserve present in Italy1 Investment S.A. at 1° January 2012,
increased by EUR 219,788 thousand for the eff ects present in the separate fi nancial statements of the Parent
company following the merger by incorporation of IVS Group Holding S.p.A. in Italy1 Investment S.A..
As of the reporting date the reserve had increased in part due to exercising of the warrants described above.
8.4 LEGAL RESERVE
Under Luxembourg law, 5% of the net profi t of the year, net of any losses brought forward, must be allocated
to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for
dividend distribution.
9 PROVISIONS
31-Dec-12 31-Dec-11
Provision for taxation - 1,637.00
Other provisions - 4,165,833.68
Total provisions - 4,167,470.68
This caption for 2011 is mainly related to underwriting commissions for EUR 4,125,000. Upon realisation
of the Business Combination the Company has paid to the Underwriters from the Funds held into the
Foundation Account for amount of EUR 2,655,222.53.
10 AMOUNTS OWED TO CREDIT INSTITUTION
This caption includes the amount resulting from merger between Italy 1 Investment S.A. and IVS Group
Holding S.p.A. and in particular the debt to Cofi ncaf (the Treasury Company of Lavazza Group) amount to EUR
825,323.69.
11 TRADE CREDITORS
This captions includes payables to suppliers and for accrued charges for invoices received after balance sheet
date regarding expenses incurred during the fi nancial year ended December 31, 2012 becoming due and
payable within one year.
Details of this caption are as follows:
31-Dec-12 31-Dec-11
Suppliers 1,234,027.54 -
Accrued charges for other external charges 422,568.42 -
Amounts owed to Italy 1 Investment Sprl (Note 4) 27,933.61 -
Total 1,684,529.57 -
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12 AMOUNTS OWED TO AFFILIATES UNDERTAKINGS
Details of this caption are as follows:
Notes 31-Dec-12 31-Dec-11
Trade creditors to Vending System Italia S.p.A. 121,383.80 -
Trade creditors to S.Italia S.r.l. 95,729.37 -
Trade creditors to DDS S.r.l. 21,803.50 -
Trade creditors to Fast Service Italia S.r.l. 16,698.00 -
Trade creditors to IVS France SAS 9,147.00 -
Trade creditors to IVS Italia S.p.A. 197,147.68 -
Trade creditors to Emmedi 14,582.91 -
Trade creditors to DAV 16,611.63 -
Loan owed to Coin Partecipazioni (more than one year) 26,128.00 -
Loan owed to CSH Srl (more than one year) 886,233.12 -
Other amounts payables to Vending System Italia S.p.A. 6.1 343,172.96 -
Other amounts payable to IVS Italia S.p.A. 6.1 1,761,804.37 -
Amounts owed to IVS Partecipazioni S.p.A. 12.1 3,220,913.50 -
Total 6,731,355.84 -
12.1 AMOUNTS OWED TO IVS PARTECIPAZIONI S.P.A.
On 16 November 2012 the shareholder IVS Partecipazioni S.p.A. paid the parent IVS Group S.A. a non-
refundable deposit of EUR 3,220,913.50 to purchase treasury shares of IVS Group S.A. and not fi nalised as of
the reporting date for 344,483 shares at a price of EUR 9.35 per share.
13 AMOUNTS OWED TO UNDERTAKINGS WITH WHICH THE COMPANY IS LINKED BY VIRTUE OF PARTICIPATING INTEREST
At balance sheet date, this caption corresponds to amounts owed to:
- liabilities towards debenture holders for EUR 8,084,016.09;
- Loan owed to West Partecipazioni S.A. per EUR 231,015.50;
- Loan owed to Crimo per EUR 45,293.32;
- Loan owed to Eurofi nim per EUR 3,540.08.
14 TAX AND SOCIAL SECURITY DEBTS
Details of this caption are as follows:
31-Dec-12 31-Dec-11
Corporate income tax (IRES) 1,045,627.23 -
Other taxes 54,644.55 94,967.24
Social security 8,583.14 1,824.31
Total 1,108,854.92 96,791.55
15 OTHERS CREDITORS
As at December 31, 2012, this caption includes the amount to pay to the seller of Fast Service Italia S.r.l. (Note 3.4)
totaling EUR 15,149,098.68.
16 RAW MATERIALS AND CONSUMABLES
The caption relats to the acquisition of vending machines acquired in the fi rst fi ve months of the year by the
subsidiary IVS Group Holding S.p.A.. This business unit has been leased to the subsidiary S.Italia S.r.l. starting
from 1 May 2012 in front of the sale of the inventories in stock at IVS Group Holding S.p.A. at the same date.
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17 OTHER EXTERNAL CHARGES
The caption includes charges for services rendered in relation with the activity of IVS Group Holding S.p.A. for
the 5 months prior to acquisition.
Notes 31-Dec-12 31-Dec-11
Service fees 1,109,225.35 1,682,318.68
Cost of handling securities 133,250.00 2,295,412.50
Legal and conultancy fees 400,969.11 1,341,741.86
Audit fees 186,984.00 70,291.20
Deferred underwriting costs - 4,125,000.00
Directors’ fees 224,000.00 -
Rent charges, IVS Italia S.p.A. 204,800.00 -
Other expenses 104,990.32 -
Administrative services provided by IVS Italia S.p.A. 196,667.00 -
Other sundry charges 268,982.41 -
Total 2,829,868.19 9,514,764.24
18 INTEREST AND OTHER FINANCIAL CHARGES/INCOME
31-Dec-12 31-Dec-11
Notes Income Expenses Income Expenses
Bank interest 157,286.36 (6,944.45) - -
Other interest - (1,048,445.54) - -
Other fi nancial income 10,382.53 - - -
Dividends received from Italy 1 Investment Sprl 1,770,877.00 - - -
Interests receivable from IVS Italia S.p.A. 1,979,949.84 - - -
Interests receivable from Immobiliare Vending 39,095.54 - - -
Interests receivable from IVS France SAS 23,957.78 - - -
Interests receivable from CSH Srl 77,722.88 - -
Total 4,059,271.93 (1,055,389.99) - -
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19 EXTRAORDINARY INCOME AND EXPENSE
The following table gives a breakdown of non-recurring income and expense:
Notes 31-Dec-12 31-Dec-11
Income 1,714,109.77 -
Expenses (3,853,083.83) -
Total (2,138,974.06) -
The caption “Expenses” includes mainly the administrative, tax and legal consultancy fees for non-recurring
transactions paid by the Company. While the caption “Income” is related for EUR 1,684,686 to release of
provision for underwriting fees (Note 9).
20 OTHER OPERATING INCOME
Notes 31-Dec-12 31-Dec-11
Turnover 6,945,186.35 -
Other revenue 363,060.89 -
Total 7,308,247.24 -
The caption refers to the merchandising of vending machines which is relating at 90% to Group companies,
as well as to some expenses recharged to the subsidiary IVS Italia S.p.A.. Almost all staff expenses regarding
machines’ maintenance, have been transferred to S.Italia S.r.l., following the transfer of the business.The
caption also includes EUR 200,000 of rental income paid by the subsidiary for the months from 1 May 2012
until 31 December 2012).
21 COMMITMENTS
During the exercise period, which will start on the later of the completion of a Business Combination and
one year from the Listing Date and expires on the fi rst Business day after the fi fth anniversary of the Listing
Date or earlier upon redemption or liquidation, each Market or Founder Warrant gives the holder the right
to purchase one share at a price of EUR 9.30 per share subject to Italy1 Warrant terms. All Warrants may be
exercised on a cashless basis if the Board of Directors elects to settle them against the available distributable
reserves. The number of Warrants not exercised and therefore listed on the regulated market of the Milan
Stock Exchange (ticker: WIVS) as of 31 December 2012 was 14,995,500.
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OTHER INFORMATION
22 RELATED PARTIES TRANSACTIONS
The summary of all signifi cant related party transactions was, as follows:
Related party
Receivables Payables
Trade Financial Others Trade Financial Others
20.10 Vending Srl 29,951.20 - - - - -
Argan capital advisors Srl - - - (54,655.10) - -
C.P. & Partners - - - - - -
Ciesse caff è Srl - - - - - -
Coin Partecipazioni - - - - (26,128.00) -
Crimo Srl - - - - (45,293.32) -
CSH Srl 71,360.63 3,452,722.88 - - (886,233.12) -
Dama Srl - - - - - (3,200,820.00)
DAV S.A. 25,500.56 - - (16,611.63) - -
DDS Srl - - 700,579.64 (21,803.50) - -
Domal Co. Srl - - - - - (6,401,639.34)
E.V.S. Srl 51,055.18 - 110,641.31 - - -
Emmedi - - - (14,582.91) - -
Eurcoff ee Srl 38,391.70 - 54,567.94 - - -
Eurofi nim Srl - - - - (3,540.08) -
Eurovending S.r.l. 93,902.03 - 174,767.73 - - -
Ex-debenture holders - - - - (8,084,016.09) -
F2i - - - (110,000.00) - -
Fast Service Italia S.r.l. 1,149,055.18 - - (16,698.00) - -
Gimoka Srl 177,420.00 - - - - -
Immobiliare Vending Srl 28,704.25 2,242,095.54 - - - -
ITA1SV LP - - - - - -
IVS France 2,578.85 1,373,957.78 - (9,147.00) - -
IVS Italia S.p.A. 6,080,105.35 142,113,398.64 - (197,147.68) - (1,761,804.37)
IVS Partecipazioni SpA - - - - - (3,220,913.50)
Locomotiva Srl - - - - - (5,546,639.34)
Luigi Lavazza SpA - - - - - -
Revoltella Giovanni - - - (10,833.00) - -
Riverrock European Capital Partners LLP - - - - - -
S.Italia Srl 882,524.48 - - (95,729.37) - -
Universo Vending Srl - - - - - -
Vending System SpA 642.50 736,335.02 - (121,383.80) - (343,172.96)
Wagenaar Consultants C.V. - - - (273,000.00) - -
West Partecipation S.A. - - - - (231,015.50) -
8,631,191.91 149,918,509.86 1,040,556.62 (941,591.99) (9,276,226.11) (20,474,989.51)
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Related party
Revenues Costs
Operating revenues Interest
Sale of fi xed assets Operating costs Interest
Acquistion of equity
investments
20.10 Vending Srl - - 6,411.50 - - -
Argan capital advisors Srl - - - (204,115.91) - -
C.P. & Partners - - - (140,500.00) - -
Ciesse caff è Srl - - 8,994.00 - - -
Coin Partecipazioni - - - (1,016.67) - -
Crimo Srl - - - - (45,293.32) -
CSH Srl - 77,722.88 - - (33,677.78) -
Dama Srl - - - - - (6,500,820.00)
DAV S.A. - - 121,217.51 - - -
DDS Srl - - 120,588.23 - - -
Domal Co. Srl - - - - - (13,001,639.34)
E.V.S. Srl - - 11,925.12 - - -
Emmedi - - 27,486.70 - - -
Eurcoff ee Srl - - - - - -
Eurofi nim Srl - - - - (3,540.08) -
Eurovending S.r.l. - - 29,496.59 - - -
Ex-debenture holders - - - - - -
F2i - - - (110,000.00) - -
Fast Service Italia S.r.l. - - 49,378.50 (3,450.00) - -
Gimoka Srl - - 121,956.60 (608,222.70) - -
Immobiliare Vending Srl - 39,095.54 - - - -
ITA1SV LP - - - (50,000.00) - -
IVS France - 23,957.78 257,541.15 - - -
IVS Italia S.p.A. - 1,979,949.84 3,874,559.83 (372,495.64) - -
IVS Partecipazioni SpA - - - - - -
Locomotiva Srl - - - - - (13,001,639.34)
Luigi Lavazza SpA - - 203,700.00 (801,935.50) - -
Revoltella Giovanni - - - (204,990.32) - -
Riverrock European Capital Partners LLP - - - (435,620.00) - -
S.Italia Srl - - 2,403,119.38 (12,756.11) - -
Universo Vending Srl - - - (10,763.85) - -
Vending System SpA - - - (2,840.00) - -
Wagenaar Consultants C.V. - - - (473,000.00) - -
West Partecipation S.A: - - - - - -
- 2,120,726.04 7,236,375.11 (3,431,706.70) (82,511.18) (32,504,098.68)
23 SUBSEQUENT EVENTS
The directors’ report discloses information about the events after the reporting date.
Seriate, 15 March 2013
On behalf of the Board of Directors,
Chairman
Mr. Cesare Cerea
www.mercuriogp.eu
Respecting the environment, IVS GROUP S.A. has decided to print this Annual Report on paper coming
from forests responsibly managed, according to the FSC® criteria (Forest Stewardship Council®).
April 2013
Concept, Graphic design and Paging:
+17ACQUISITIONS
VENDS (million)
638.2 634.5
2011 2012
SALES / BUSINESS DAY (€ ‘000’ s)
2011 2012
1,11
6.8
1,15
5.8
AVERAGE PRICE (€ cents)
2011 2012
41.5
43.3
59BRANCHESItaly / France / Spain
AnnualReport
2012
www.ivsgroup.it
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